Piggyback Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2; (b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and (c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 3 contracts
Sources: Management Subscription Agreement (Lri Holdings, Inc.), Employment Agreement (Lri Holdings, Inc.), Registration Rights Agreement (Logan's Roadhouse of Kansas, Inc.)
Piggyback Registrations. If the Company (a) If, at any time (including in an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) similar forms thereto and other than pursuant to a registration of securities which are a combination of debt and equityunder Section 6.1), then whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act, it will give prompt written notice to all the holders of Registrable Securities regarding promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registrationregistration (including, without limitation (i) whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting, and (ii) the price, net of any underwriting commissions, discounts and the like, at which the Registrable Securities are reasonably expected to be sold) if such disclosure is acceptable to the managing underwriter. Upon the written request of any such holder made delivered to the Company within 15 thirty (30) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the registration under the Securities Act of such all of the Registrable Securities on a pro rata basis (based on that the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of dispositionCompany has been so requested to register; provided provided, however, that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) ifIf, at any time after giving such written notice (pursuant to this Section 2) of its intention to register equity any securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, who made a request as hereinabove provided and thereupon the Company shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders holders of the Registrable Securities to request that a registration subsequently be effected under Section 1.1; and6.1 hereof.
(ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling stockholders participating therein. No registration effected under this Section 6.2 shall relieve the Company of its obligation to effect registration upon request under Section 6.1.
(b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 6.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans.
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided 6.2 shall be paid by the Company.
(d) If a registration pursuant to this Section 6.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each holder of Registrable Securities that has requested registration and the Registrable Securities of each seller such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders.
(e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall pay (a) all Registration Expenses have requested registration pursuant to this Section 6.2, the Company shall have the right to select the managing underwriter with respect to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 3 contracts
Sources: Stockholders’ Agreement (Accretive Health, Inc.), Stockholders’ Agreement (Accretive Health, Inc.), Stockholders’ Agreement (Accretive Health, Inc.)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration statement on Form S-4 or S-8 (or any successor an equivalent registration form then in effect) or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equitystatement on Form S-1 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request (the "Piggyback Request") of any such holder Holder, made within 15 10 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to effect the registration cause all Registrable Securities covered by Piggyback Requests to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on a pro rata basis (based to be so registered. There is no limitation on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) relieve the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant its obligations to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;effect Demand Registrations.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponwho made timely Piggyback Requests and (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its Piggyback Request by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in connection writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with a registration pursuant respect to this Section 2, the managing underwriter of such registration and (orii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 3 contracts
Sources: Registration Rights Agreement (Alleghany Corp /De), Registration Rights Agreement (Darwin Professional Underwriters Inc), Registration Rights Agreement (Darwin Professional Underwriters Inc)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registrations on such form or similar form(s) solely for registration on Form S-4 of securities in connection with an employee benefit plan or S-8 or any successor form dividend reinvestment plan or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equity)statement on Form S-1 or Form S-3 or an equivalent general registration form then in effect, then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each Holder of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company Company, subject to Sections 2.2(b), 2.3 and 2.7, shall use its best commercially reasonable efforts to effect the registration under the Securities Act of cause all such Registrable Securities on a pro rata basis (based on to be included in the number registration statement with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of shares distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods of disposition; provided that:
(a) (i) shall relieve the Company shall not include Registrable Securities in such proposed registration of its obligations to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this effect Demand Registrations under Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;2.1.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to each holder Holder of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1 and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, the managing underwriter of after making such registration (orwithdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 3 contracts
Sources: Registration Rights Agreement (Del Frisco's Restaurant Group, Inc.), Registration Rights Agreement (Del Frisco's Restaurant Group, LLC), Registration Rights Agreement (Del Frisco's Restaurant Group, LLC)
Piggyback Registrations. If (a) Whenever the Company at any time proposes to register any of its equity securities Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule to Rule 145) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a Demand Registration (ifor which participation is provided under Section 2)) (a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity“Piggyback Registration”), then the Company shall give prompt written notice to all holders each Holder of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and effect such a registration. The Company shall in no event give that notice in less than ten (10) business days prior to the effective proposed date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights filing of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(capplicable Registration Statement. Subject to Sections 5(b) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 26(c), the Company shall include in such registration the Registration Statement and in any offering of Equity Securities to the extent be made pursuant to that Registration Statement that number of the number which the Company is so advised can Registrable Securities requested to be sold in such offering without such material adverse effect, first, by a Holder for the securities, account of that Holder if any, being sold by the Company, and second, Company has received a written request for inclusion in the Registrable Securities Registration Statement from that Holder no later than five (5) business days after the date on which the Company has given notice of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder)Piggyback Registration to Holders. The Company shall pay all may terminate or withdraw a Piggyback Registration Expenses prior to the effectiveness of such registration at any time in connection with each registration of Registrable Securities requested its sole discretion. If a Piggyback Registration is effected pursuant to this Section 2; provided that each seller a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule to Rule 415 (a “Piggyback Shelf Registration Statement”), the Holders of Registrable Securities shall pay be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a) all Registration Expenses a “Piggyback Shelf Takedown”), subject to the extent required same limitations that are applicable to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1any other Piggyback Registration as set forth above.
Appears in 3 contracts
Sources: Registration Rights Agreement (Resolute Holdings Management, Inc.), Registration Rights Agreement (Savers Value Village, Inc.), Registration Rights Agreement (Resolute Holdings Management, Inc.)
Piggyback Registrations. If (a) If, at any time or from time to time the Company proposes or is required to register or commence an offering of any of its securities for its own account or otherwise (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto) (including but not limited to the registrations or offerings pursuant to Section 2.1), the Company will:
(i) promptly give to each Holder written notice thereof (in any event within five Business Days) prior to the filing of any registration statement under the Securities Act; and
(ii) include in such registration and in any underwriting involved therein (if any), all the Registrable Securities specified in a written request or requests, made within five Business Days after mailing or personal delivery of such written notice from the Company, by any of the Holders, except as set forth in Sections 2.2(b) and 2.2(f), with the securities which the Company at any the time proposes to register any of its equity securities under or sell to permit the Securities Act for its own account sale or other disposition by the Holders (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered or methods of disposition thereof)sold, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company shall use its best efforts to effect or the registration under the Securities Act of such Registrable Securities on a pro rata basis (based prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods shall relieve the Company of disposition; provided that:its obligations to effect Demand Registrations under Section 2.1 hereof.
(ab) (i) If the Company shall not registration in this Section 2.2 involves an underwritten offering, the right of any Holder to include its Registrable Securities in such proposed a registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the or offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 2.2 shall be conditioned upon such Holder’s participation in the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent that the Board, in consultation provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the managing Company) enter into an underwriting agreement in customary form with the underwriter (or underwriters selected for such underwriting by the Company or, in the case that such underwriting is in connection with a Demand Registration, by the Initiating Holder(s) pursuant to Section 2.1(c).
(c) The Company, subject to 2.3 and 2.7, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of an offering that is not underwritten, a nationally recognized investment bankerCompany Shares or Company Shares held by the Company as treasury shares and (ii) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold any other Company Shares which are requested to be included in such registrationregistration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise in conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that in such inclusion shall be permitted only to the event of any such determination under clause (i) or (ii)extent that it is pursuant to, and subject to, the Company shall give the affected holders of Registrable Securities notice of such determination in lieu terms of the notice otherwise required underwriting agreement or arrangements, if any, entered into by the first sentence of this Section 2;Initiating Holder(s).
(bd) Other than in connection with a Demand Registration, if, at any time after giving written notice (pursuant to this Section 2) of its intention to register or sell any equity securities and prior to the effective date of the registration statement filed in connection with such registrationregistration or sale of such equity securities, the Company shall determine for any reason not to register or sell or to delay registration or sale of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register or sell, shall not be obligated relieved of its obligation to register or sell any Registrable Securities in connection with such abandoned registration (but shall nevertheless pay the Registration Expenses in connection therewith)or sale, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration or sale of its equity securities, shall be permitted to delay the registration or sale of such Registrable Securities for the same period as the delay in registering such other equity securities.
(ce) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder, file any prospectus supplement or post-effective amendment and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in connection with the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Holder, including by filing a prospectus supplement naming such Holder’s partners, members and shareholders to the extent required by law. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 22.2 without prejudice to the rights of such Holders under Section 2.1, by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration or as otherwise required by the underwriters.
(f) Notwithstanding anything in this Agreement to the contrary, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case rights of any registration pursuant Holder set forth in this Agreement shall be subject to this Section 2, the Company shall include in any Lock-Up Agreement that such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Holder has entered into.
Appears in 3 contracts
Sources: Registration Rights Agreement (Weber Inc.), Registration Rights Agreement (Weber Inc.), Registration Rights Agreement (Weber Inc.)
Piggyback Registrations. (a) If the Company at any time the Company proposes or agrees to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration securities registered on Form S-4 or Form S-8 or any successor form or forms thereto) for the account of any Shareholder (ii) each a registration of securities which are a combination of debt and equity"Registering Shareholder"), then in each such case the Company shall shall, not later than five Days after deciding or agreeing to register such shares, give prompt written notice thereof to all holders each Holder of Registrable Securities regarding (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such proposed registrationsecurities). Upon If, within 30 Days of the written request receipt by the Holders of any such holder made within 15 days after written notice, any Holder (each a "Requesting Piggyback Holder") delivers to the receipt of any such notice (which request shall specify the number of Registrable Securities intended Company a Piggyback Notice, subject to be disposed of by such holder and the intended method or methods of disposition thereof)Section 2.4 hereof, the Company shall use its best efforts to effect include in such registration statement the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each specified in such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Piggyback Notice. The Company shall not include Registrable Securities in such proposed registration have the right to the extent that the Board shall have determined, after consultation with designate the managing underwriter for underwriter(s) of any such offering, that their inclusion would materially subject to the consent of the Registering Shareholders and adversely affect the offering price and (ii) the Company Requesting Piggyback Holders, which consents shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;be unreasonably withheld.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and prior to the effective date filing of the a registration statement filed in connection with such registrationa registration described in Section 2.2(a) above, the Registering Shareholders withdraw their request for registration or the Company shall determine determines for any reason either not to register any securities or to delay registration of such equity securities, the Company may, at its election, give written notice of such withdrawal by the Registering Shareholders or determination by the Company to each holder of Registrable Securities Requesting Piggyback Holder and, thereupon, in the case of a withdrawal by the Registering Shareholders or a determination not to register by the Company, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 2.2 shall relieve the Company from of its obligation obligations to effect registrations any registration upon request under Section 1.12.1, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2.1.
Appears in 3 contracts
Sources: Registration Rights Agreement (U S Technologies Inc), Registration Rights Agreement (U S Technologies Inc), Registration Rights Agreement (Usv Partners LLC)
Piggyback Registrations. If the Company (a) If, at any time during the Effective Period, the Company (other than pursuant to Section 2.1) proposes or is required to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities, whether or not for sale for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration statement (i) a registration on Form S-4 or S-8 ▇-▇, ▇▇▇▇ ▇-▇ or any successor form or forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan, or (iii) pursuant to a Demand Registration in accordance with Section 2.1 hereof), in a manner that would permit registration of securities which are a combination of debt and equity)Registrable Securities for sale to the public under the Securities Act, then the Company shall use commercially reasonable efforts to give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to all holders the Holder. The Piggyback Notice shall offer the Holder the opportunity to include in such registration statement the number of Registrable Securities regarding as it may request (a “Piggyback Registration”). Subject to Section 2.2(b) hereof, the Company shall use its commercially reasonable efforts to include in each such proposed registration. Upon Piggyback Registration all Registrable Securities with respect to which the Company has received from the Holder a written request of any such holder made for inclusion therein within 15 days after the following receipt of any such notice (Piggyback Notice by the Holder, which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder the Holder and the intended method of distribution thereof. The Holder shall be permitted to withdraw all or methods part of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on from a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, Piggyback Registration at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and at least 2 Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. No Piggyback Registration shall count towards registrations required under Section 2.1.
(b) If any of the securities to be registered pursuant to the registration statement filed giving rise to the Holder’s rights under this Section 2.2 are to be sold in connection with such registrationan underwritten offering, the Company Holder shall determine for any reason not be permitted to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of include all Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration in such offering on the same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a fully marketed underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number which or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such fully marketed underwritten offering without materially the number or dollar amount of Registrable Securities and adversely affecting the offering price of the securities being sold in such registration, then Other Securities that in the case good faith opinion of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised managing underwriter(s) can be sold in without so adversely affecting such offering without offering, and such material adverse effect, number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:
(i) first, the securities, if any, all Other Securities being sold by the Company, and Company or by any Person (other than the Holder) exercising a contractual right to demand registration;
(ii) second, the all Registrable Securities requested to be included by the Holder; and
(iii) third, among any other holders of the StockholdersOther Securities requesting such registration, on a pro rata basis (rata, based on the number of shares of Registrable Other Securities owned Beneficially Owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration holder of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Other Securities.
Appears in 3 contracts
Sources: Exchange Agreement, Investor Rights Agreement (Gaming & Leisure Properties, Inc.), Exchange Agreement (Penn National Gaming Inc)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationat least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request of any such holder Holder, made within 15 five (5) days after following the receipt of any such notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence that the Company is obligated to effect. No registration of Registrable Securities owned effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Registrable Securities of any Holder that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Registrable Securities intended to be disposed of by each such StockholderHolder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in accordance with an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then, notwithstanding the foregoing time periods, the Company only needs to notify the Holders of the Company Underwritten Block Trade two (2) Business Days prior to the day such intended method Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether or methods not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences) and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of disposition; provided that:Shares who does not constitute a Holder shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable.
(ab) The Company, subject to Sections 2.3 and 2.6 and the final sentence of Section 2.2(a), may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued Shares or Shares held by the Company shall not include Registrable Securities as treasury shares and (ii) any other Shares that are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company on or after the date hereof and that are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determinedterms of the underwriting agreement or arrangements, after consultation with if any, entered into by the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability Initiating Holders or the offering price of the securities being sold Majority Participating Holders in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;underwritten offering.
(bc) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, (i) any Initiating Holder determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each Holder of record of Registrable Securities and thereupon will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) other than in connection with a Demand Registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (x) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (y) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and or as otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold required by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1underwriters.
Appears in 3 contracts
Sources: Registration Rights Agreement (Molekule Group, Inc.), Registration Rights Agreement (AeroClean Technologies, Inc.), Registration Rights Agreement (AeroClean Technologies, LLC)
Piggyback Registrations. (a) If the Company at any time proposes the Company intends to register file on its behalf or on behalf of any holder of its equity securities a Registration Statement under the Securities Act for its own account in connection with a public offering of any securities of the Company (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration statement on Form S-8 or Form S-4 or S-8 or any their successor form or (ii) a registration of securities which are a combination of debt and equityforms), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination intention (an “Intended Offering Notice”) to each holder Holder at least 20 business days prior to the date such Registration Statement is filed. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or amount of Registrable Securities andas each such Holder may request, thereuponsubject to the conditions set forth herein, and shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, howeverspecify, to the rights 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, together with a good faith estimate by the Company of the ▇▇▇▇▇ Stockholders proposed maximum offering price of such securities. Any Holder that a registration be effected under Section 1.1; and
(c) if in connection with a registration elects to have its Registrable Securities offered and sold pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) Registration Statement shall so advise the Company in writing (with such written notice from any such Holder being a copy to each holder “Piggyback Notice”) not later than seven business days after the date on which such Holder received the Intended Offering Notice, setting forth the number of Registrable Securities requesting registration thereofthat such Holder desires to have offered and sold pursuant to such Registration Statement. Upon the request of the Company, the Electing Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 3 at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such sale). If any Registration pursuant to this Section 3 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and arrangements required by this Agreement.
(b) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company in writing that in its or their opinion the number of securities requested and otherwise proposed to be included in such registration registered exceeds the number which can be sold in Maximum Number with respect to such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2offering, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in Registration such offering without such material adverse effect, Maximum Number as follows: (i) first, the securitiessecurities that the Company proposes to sell, (ii) second, the Applicable Securities requested to be included in such Registration pro rata among the Electing Holders thereof based on the respective amount of Applicable Securities owned by them and (iii) third, if any, being sold securities held by other holders of securities of the CompanyCompany who have requested that their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities.
(c) The rights of the Holders pursuant to Section 2 hereof and this Section 3 are cumulative, and secondthe exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Registrable Securities of Company may abandon and/or withdraw any registration as to which rights under Section 3 may exist (or have been exercised) at any time and for any reason without liability hereunder. In such event, the Stockholders, on Company shall notify each Holder that has delivered a pro rata basis (based on the number of shares Piggyback Notice to participate therein. No Registration of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested effected pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected a request under this Section 2 3 shall be deemed to be, or shall relieve the Company from of its obligation to effect registrations effect, a Registration upon request under Section 1.12 hereof. The Company may enter into other registration rights agreements; provided, however, that the rights and benefits of a holder of securities of the Company with respect to registration of such securities as contained in any such other agreement shall not be inconsistent with, or adversely affect, the rights and benefits of holders of Registrable Securities as contained in this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Harris Corp /De/), Merger Agreement (Stratex Networks Inc), Registration Rights Agreement (Harris Stratex Networks, Inc.)
Piggyback Registrations. If the Company at (a) At any time after the end of the Lock-up Period and prior to the earlier to occur of the fifth anniversary of the Distribution Date or the date on which the Registrable Securities then held by the Holder(s) represents less than 1% of UpstreamCo’s then-issued and outstanding UpstreamCo Shares (or, if the Registrable Securities include securities other than UpstreamCo Shares, less than 1% of UpstreamCo’s then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if UpstreamCo proposes to register any of its equity securities file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account and/or for the account of any Other Holders (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 Registration or S-8 or any successor form or Takedown Prospectus Supplement under Section 2.01, (ii) a registration Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan, (iv) for the purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a Registration in which the only UpstreamCo Shares being registered are a combination UpstreamCo Shares issuable upon conversion of debt and equitysecurities that are also being registered) (an “UpstreamCo Public Sale”), then then, as soon as practicable, but in any event not less than 15 days prior to the Company proposed date of filing such Registration Statement, UpstreamCo shall give prompt written notice of such proposed filing to all holders each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities regarding as each such proposed registrationHolder may request in writing (a “Piggyback Registration”). Upon the written request of any such holder made Subject to Section 2.02(b) and Section 2.02(c), UpstreamCo shall use its commercially reasonable efforts to include in a Registration Statement with respect to an UpstreamCo Public Sale all Registrable Securities that are requested to be included therein within 15 five business days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registrationnotice; provided, however, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity Register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company UpstreamCo shall determine for any reason not to register such equity securitiesRegister or to delay Registration of the UpstreamCo Public Sale, the Company UpstreamCo may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (x) in the case of a determination not to Register, shall not be obligated relieved of its obligation to register Register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)Registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders any Holder to request that a registration such Registration be effected as a Demand Registration under Section 1.12.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other UpstreamCo Shares in the UpstreamCo Public Sale. No Registration effected under this Section 2.02 shall relieve UpstreamCo of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, UpstreamCo’s filing of a Shelf Registration Statement shall not be deemed to be an UpstreamCo Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of UpstreamCo Shares for its own account and/or for the account of any other Persons will be an UpstreamCo Public Sale, unless such offering qualifies for an exemption from the UpstreamCo Public Sale definition in this Section 2.02(a).
(b) In the case of any Underwritten Offering, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to UpstreamCo of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.
(c) if in connection with a registration pursuant to this Section 2, If the managing underwriter or underwriters of such registration (or, in the case any proposed Underwritten Offering of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder class of Registrable Securities requesting registration thereof) that included in a Piggyback Registration informs UpstreamCo and each Holder in writing that, in its or their opinion, the number of securities requested of such class that such Holder and otherwise proposed any other Persons intend to include in such offering exceeds the number that can be Sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such registration exceeds Registration shall be (i) first, all securities of UpstreamCo and any other Persons (other than UpstreamCo’s executive officers and directors) for whom UpstreamCo is effecting the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registrationRegistration, then in as the case of any registration pursuant may be, proposes to this Section 2Sell, (ii) second, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securitiesnumber, if any, being sold by the Company, and second, the of Registrable Securities of such class that, in the Stockholdersopinion of such managing underwriter or underwriters, on a can be Sold without having such adverse effect, with such number to be allocated pro rata basis (among the Holders that have requested to participate in such Registration based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the relative number of Registrable Securities of such class requested by such Holder to be included in such offeringSale, (iii) third, the number of all underwriting discounts securities of executive officers and commissions directors of UpstreamCo for whom UpstreamCo is effecting the Registration, as the case may be, with such number to be allocated pro rata among the executive officers and transfer taxesdirectors and (iv) fourth, if any. No registration effected under any other securities eligible for inclusion in such Registration, allocated among the holders of such securities in such proportion as UpstreamCo and those holders may agree.
(d) After a Holder has been notified of its opportunity to include Registrable Securities in a Piggyback Registration, such Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other UpstreamCo Shares) in such Piggyback Registration and (iii) shall not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the requirements of this Section 2 2.02(d); provided, that any such Holder may disclose Offering Confidential Information if such disclosure is required by legal process, but such Holder shall relieve cooperate with UpstreamCo to limit the Company from its obligation extent of such disclosure through protective order or otherwise, and to effect registrations under Section 1.1seek confidential treatment of the Offering Confidential Information.
Appears in 2 contracts
Sources: Stockholder and Registration Rights Agreement (Alcoa Corp), Stockholder and Registration Rights Agreement (Arconic Inc.)
Piggyback Registrations. If (i) After the expiration of the Holdback Period, for so long as any Investor holds Registrable Securities, the Company shall notify the Investors in writing at least fifteen (15) days prior to the filing of any time proposes to register any of its equity securities registration statement under the Securities Act for its own account purposes of a public offering of equity securities of the Company (including, but not limited to, a Shelf Registration Statementregistration statements relating to secondary offerings of securities of the Company, but other than excluding Special Registration Statements and any registration statement filed pursuant to (ia demand under Section 6.1(a)) and will afford the Investor a registration on Form S-4 reasonable opportunity to include in such public offering all or S-8 part of such Registrable Securities held by the Investor. If an Investor desires to include in any such public offering all or any successor form part of the Registrable Securities held by it, such Investor shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by the Investor. If the Investor decides not to include all of its Registrable Securities in any public offering thereafter filed by the Company, such Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent public offering or public offerings as may be made by the Company, all upon the terms and conditions set forth herein.
(ii) a registration If the public offering of securities which are a combination of debt and equity), then the Company shall give prompt written gives notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof)under this Section 6.1(b) is for an underwritten offering, the Company shall use its best efforts so advise the Investors. In such event, the right of an Investor to effect the registration under the Securities Act of such include Registrable Securities on in a pro rata basis public offering pursuant to this Section 6.1(b) shall be conditioned upon its participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein. Each of the Company and such Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (based on which underwriter or underwriters shall be reasonably acceptable to the Investors participating in the offering). Notwithstanding any other provision of this Agreement, if the underwriter determines that marketing, pricing or similar factors require a limitation of the number of shares to be underwritten, the number of Registrable Securities owned by each such Stockholder) shares that may be included in accordance with such intended method or methods of disposition; provided that:
(a) the underwriting shall be allocated as follows: (i) first, shares that the Company shall not include Registrable Securities proposes to sell (if participating in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and ); (ii) second, shares that SunEdison or its Affiliates (if participating in the Company shall not include offering) propose to sell; (iii) third, the Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such underwriting and the shares that other stockholders with registration exceeds rights requested to be included in such underwriting which, in the number which opinion of the underwriters, can be sold in without any such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, pro rata among the securities, if any, being sold by the Company, and second, the holders of such Registrable Securities and other shares on the basis of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). holder, and (iv) fourth, other securities requested to be included in such underwriting which, in the opinion of the underwriters, can be sold without any such adverse effect.
(iii) The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant have the right to terminate or withdraw any public offering initiated by it under this Section 2; provided that each seller of Registrable Securities shall pay (a6.1(b) all Registration Expenses whether or not an Investor has elected to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included include securities in such public offering, and shall promptly notify the Investors (if any has elected to include shares in such public offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1such termination or withdrawal.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (TerraForm Power, Inc.), Common Stock Purchase Agreement (TerraForm Power, Inc.)
Piggyback Registrations. If 8.2.1 The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the Company at filing of any time proposes to register any of its equity securities registration statement under the Securities Act for its own account purposes of a public offering of securities of the Company (including, but not limited to, a Shelf Registration Statementregistration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other than pursuant transactions under Rule 145 of the Securities Act) and will afford each such Holder an opportunity to (i) a include in such registration on Form S-4 statement all or S-8 part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any successor form or part of the Registrable Securities held by it shall, within thirty (ii30) a registration of securities which are a combination of debt and equity)days after the above-described notice from the Company, then so notify the Company in writing. Such notice shall give prompt written notice to all holders state the intended method of disposition of the Registrable Securities regarding by such proposed registrationHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Upon the written request of any such holder made each Holder given within 15 twenty (20) days after the receipt mailing of any such notice (which request shall specify by the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof)Company, the Company shall use its best commercially reasonable efforts to effect cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered.
8.2.2 If the registration statement in respect of which the Company gives notice under this Clause 8.2 is for an underwritten offering, the Securities Act Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Clause 8.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided in this Clause 8.2.2. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis (based on the total number of Registrable Securities held by the Holders; and third, to any shareholder of the Company (other than a Holder) on a pro rata basis. In no event will shares of any other selling shareholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of at least twenty five percent (25%) of the Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, be sold in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price offering. If any Holder disapproves of the securities being sold in such registration; provided, that in the event terms of any such determination under clause (i) or (ii)underwriting, such Holder may elect to withdraw therefrom by written notice to the Company shall give and the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
underwriter, delivered at least ten (b10) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and Business Days prior to the effective date of the registration statement filed in connection with statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration, the .
8.2.3 The Company shall determine for have the right to terminate or withdraw any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, initiated by it under this Clause 8.2 prior to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter effectiveness of such registration (or, whether or not any Holder has elected to include securities in the case such registration. The expenses of an offering that is not underwritten, a nationally recognized investment banking firm) such withdrawn registration shall advise be borne by the Company in writing (accordance with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Clause 8.4 hereof.
Appears in 2 contracts
Sources: Shareholder Agreement, Shareholder Agreement (Cathay Industrial Biotech Ltd.)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice of its intention to all holders do so (1) to each of the Holders of record of Registrable Securities regarding (other than individuals), at least five (5) business days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than five (5) business days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) business days prior to the filing of such proposed registrationregistration statement). Upon the written request of any such holder Holder, made within 15 ten (10) days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act along with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered prior to the printing of a pro rata basis (based preliminary prospectus for distribution to potential investors, but including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods shall relieve the Company of disposition; provided that:its obligations to effect Demand Registrations under Section 2.1 hereof.
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price as treasury shares and (ii) the Company shall not include Registrable Securities any other shares of any Management Stockholder Common Stock which are requested to be included in any proposed such registration pursuant to this Section 2 to the extent that exercise of piggyback registration rights granted by the Board, in consultation Company after the date hereof and which are not inconsistent with the managing underwriter (orrights granted in, in or otherwise conflict with the case of an offering that is not underwrittenterms of, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially this Agreement and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required which have been approved by the first sentence of this Section 2;Majority Participating Holders (“Additional Piggyback Rights”).
(bc) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed may only be made in accordance with procedures reasonably determined by the underwriters in connection with any underwriting arrangements.
(e) Notwithstanding anything contained herein to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2contrary, the Company shall shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in such the initial registration to the extent of the number which the Company is so advised can be sold statement any disclosure or language, or include in such offering without such material adverse effect, first, the securities, if any, being sold by the Companyany prospectus supplement or post-effective amendment any disclosure or language, and secondotherwise take any action, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid deemed necessary or advisable by such seller under applicable law and Holder (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation including to effect registrations under Section 1.1such Partner Distribution).
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (FTT Holdings, Inc.)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration on Form S-4 merger or S-8 or any successor form consolidation or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equitystatement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 20 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on a pro rata basis (based to be so registered. There is no limitation on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) relieve the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant its obligations to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;effect Demand Registrations.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (orii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 2 contracts
Sources: Registration Rights Agreement (Goldman Sachs Group Inc), Registration Rights Agreement (Goldman Sachs Group Inc)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or S-8 or any successor such form or applicable equivalent form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation, (ii) a Demand Registration under Section 2.1 or (iii) in connection with an Initial Public Offering) on a registration of securities which are a combination of debt and equitystatement on Form ▇-▇, ▇-▇, ▇▇▇▇ ▇-▇ or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each of the Stockholders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Stockholder, made within 15 20 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Stockholder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its best all commercially reasonable efforts to effect cause all such Registrable Securities, the Stockholders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by the Stockholders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on a pro rata basis (based to be so registered. There is no limitation on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) relieve the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant its obligations to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;effect Demand Registrations.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Stockholders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Stockholder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (orii) such withdrawal shall be irrevocable and, after making such withdrawal, a Stockholder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 2 contracts
Sources: Registration Rights Agreement (MCG Capital Corp), Registration Rights Agreement (MCG Capital Corp)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice of its intention to all holders do so at least five Business Days prior to the filing of Registrable any registration statement under the Securities regarding such proposed registrationAct to each Holder. Upon the written request of any such holder Holder (a “Piggyback Request”), made within 15 five days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, which such Holders have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by such Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each effected under this Section Error! Reference source not found. shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if the THL Party or the Advent Party wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then such StockholderHolder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the THL Party or the Advent Party that did not initiate the Block Trade. Such Holder must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including cooperating with the Participating Holders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three Business Days after the date it commences), provided the Holder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in accordance order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. For the avoidance of doubt, the Management Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such intended method or methods of disposition; provided that:Block Trade.
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company shall not include Registrable Securities as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board terms of the underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall have determinedbe entitled to receive notice of, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant or to this Section 2 elect to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwrittenparticipate in, a nationally recognized investment banker) shall determine Block Trade or any Shelf Registration Statement and prospectus to be used in good faith that the participation of connection with such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;Block Trade.
(bc) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders and (i) in the case of Registrable Securities and, thereupona determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing (with a copy prior to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price earlier of the securities being sold in execution of the underwriting agreement or the execution of the custody agreement with respect to such registration, then in .
(e) Notwithstanding anything contained herein to the case of any registration pursuant to this Section 2contrary, the Company shall shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in such the initial registration to the extent of the number which the Company is so advised can be sold statement any disclosure or language, or include in such offering without such material adverse effect, first, the securities, if any, being sold by the Companyany prospectus supplement or post-effective amendment any disclosure or language, and secondotherwise take any action, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid deemed necessary or advisable by such seller under applicable law and Holder (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation including to effect registrations under Section 1.1such Partner Distribution).
Appears in 2 contracts
Sources: Registration Rights Agreement (Party City Holdco Inc.), Registration Rights Agreement (Party City Holdco Inc.)
Piggyback Registrations. If 4.2.1 Whenever the Company at any time proposes to register any of its equity Common Stock in connection with an underwritten public offering of such securities under the Securities Act solely for its own account (includingcash, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or Form S-8 (or any successor form or (ii) a registration of securities which are a combination of debt and equityform), then and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities by the Company, the Company shall will give prompt written notice to the Investor of its intention to effect such a registration (but in no event less than ten (10) Business Days prior to the anticipated filing date) and, subject to Section 4.2.3, will include in such registration all holders of Registrable Securities regarding such proposed registration. Upon with respect to which the Company has received written request of any such holder made requests for inclusion therein from the Investor within 15 days ten (10) Business Days after the receipt date of any such the Company’s notice (which request shall specify the number of a “Piggyback Registration Statement”). The Investor may withdraw its Registrable Securities intended from such Piggyback Registration Statement by giving prompt written notice to be disposed of by such holder the Company and the intended method managing underwriter, if any, on or methods before the fifth (5th) Business Day prior to the planned effective date of disposition thereof), the such Piggyback Registration Statement. The Company shall use its best efforts to effect the may terminate or withdraw any registration under this Section 4.2.1 prior to the Securities Act effectiveness of such Registrable Securities on a pro rata basis (based on registration, whether or not the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not Investor has elected to include Registrable Securities in such proposed registration registration.
4.2.2 The right of the Investor to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 4.2 will be conditioned upon the Investor’s participation in the underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting, and the Company and the Investor will (together with any other Persons distributing their securities through such underwriting) enter into an underwriting agreement (including all reasonable and customary questionnaires, powers of attorney, indemnities, lock-up letters and other documents required under the terms of such underwriting agreement) in such reasonable and customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting by the Company. If the Investor disapproves of the terms of the underwriting, the Investor may elect to withdraw therefrom by written notice to the extent that Company and the Board, in consultation with managing underwriter.
4.2.3 If the managing underwriter (or, in any underwritten offering pursuant to a Piggyback Registration Statement advises the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, Company that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities sole 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that reasonable opinion the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such offering price of (including an adverse effect on the securities being sold in such registration, then in the case of any registration pursuant to this Section 2per share offering price), the Company shall will include in such registration to only such number of securities that in the extent reasonable opinion of the number which the Company is so advised such underwriter can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in such offering without such material adverse effect, the following order of priority: (i) first, the securities, if any, being sold by securities the Company, Company proposes to sell and (ii) second, the Registrable Securities of the StockholdersInvestor and any other securities of the Company that have been requested by other holders of Common Stock having registration rights to be so included, on a pro rata basis (based on basis, up to the maximum number of shares securities the managing underwriter advises the Company may be sold without adversely affecting the marketability of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 2 contracts
Sources: Investor's Rights Agreement (HeartWare International, Inc.), Investor's Rights Agreement (Thoratec Corp)
Piggyback Registrations. If Until such time as the Buyer Group (as hereinafter defined) no longer beneficially owns in the aggregate at least 10% of the Shares and Underlying Warrant Shares (as hereinafter defined) initially purchased hereunder, whenever the Company at any time proposes to register an offering of any of its equity securities Common Stock under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) under employee compensation or benefit programs or otherwise on Form S-8 or an equivalent form, (ii) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company or to the existing stockholders of another company in connection with a registration merger or acquisition or otherwise on Form S-4 or S-8 or any successor an equivalent form or (iiiii) a secondary registration solely on behalf of holders of securities of the Company, and the registration form to be used may be used for the registration of securities which are a combination of debt and equitythe Registrable Securities (as hereinafter defined), then the Company shall will give prompt written notice to all holders Buyers of its intention to effect such a registration and will include in such registration and offering all Registrable Securities regarding such proposed registration. Upon which are then owned by members of the Buyer Group and with respect to which the Company has received written request of any such holder made requests for inclusion therein within 15 20 days after the receipt of any such the Company's notice (a "Piggyback Registration"). The Company shall use reasonable efforts to cause the managing underwriters of a proposed underwritten offering to permit the Registrable Securities then owned by members of the Buyer Group which request shall specify have been requested to be included in the registration statement (or registration statements) for such offering to be included therein and in the prospectus used in connection therewith on the same terms and conditions as are provided for therein for persons other than Buyers. Notwithstanding the foregoing, if the Company gives notice of such a proposed registration, the total number of Registrable Securities intended which shall be included in such registration shall be reduced pro rata to be disposed such number, if any, as in the reasonable opinion of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act managing underwriters of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall offering would not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of all of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required proposed to be offered by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy such offering; provided however, that to each holder the extent not prohibited by any registration rights agreements existing as of Registrable Securities requesting registration thereof) that the number of date hereof, the securities requested and otherwise proposed to be included in such the registration exceeds the number which can be sold in such offering without materially statement (or registration statements) for any person other than Buyers and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in be first reduced prior to any such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis reduction. It is specifically agreed that the Piggyback Registration rights set forth in this subparagraph (based on the number of shares c) shall not be assignable to any transferee of Registrable Securities owned by each if such Stockholder). The Company shall pay all Registration Expenses in connection with each registration transferee is not a member of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Buyer Group.
Appears in 2 contracts
Sources: Stock and Warrant Purchase Agreement (Charter Medical Corp), Stock and Warrant Purchase Agreement (Rainwater Magellan Holdings L P)
Piggyback Registrations. If the Company (a) If, at any time after the IPO, the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice (in any event within five (5) Business Days after receipt of notice of any exercise of demand registration rights by any Person) of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 twenty (20) days after following the receipt of any such written notice (or fifteen (15) days if the Company states that such registration will be on Form S-3) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof, which may include a Partner Distribution), the Company shall shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof, which may include a Partner Distribution) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto pursuant to a Form 8-K. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods shall relieve the Company of disposition; provided that:its obligations to effect Demand Registrations under Section 2.1 hereof.
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Equity or shares of Common Equity held by the Company shall not include Registrable Securities as treasury shares and (ii) any other shares of Common Equity which are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price terms of the securities being sold in such registration; providedunderwriting agreement or arrangements, that in the event of any such determination under clause (i) or (ii)if any, the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required entered into by the first sentence of this Section 2;Initiating Holder(s).
(bc) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (orii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firmregistration as to which such withdrawal was made.
(e) shall advise Notwithstanding anything contained herein to the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2contrary, the Company shall shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, therein all disclosure and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid language deemed necessary or advisable by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities Holder if such disclosure or language was not included in the initial registration statement, or revise such offering) of all underwriting discounts and commissions and transfer taxes, disclosure or language if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1deemed necessary or advisable by such Holder.
Appears in 2 contracts
Sources: Registration Rights Agreement (MRC Global Inc.), Registration Rights Agreement (MRC Global Inc.)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 F-4 or S-8 Form F-8 or any successor or similar form which is then in effect or (ii) the Shelf Registration Statement under Section 2.1) on a registration of securities which are a combination of debt and equity)statement on Form F-1 or Form F-3 or an equivalent general registration form then in effect, then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each Holder of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.3(b), 2.4 and 2.8, use its best commercially reasonable efforts to effect the registration under the Securities Act of cause all such Registrable Securities on a pro rata basis (based on to be included in the number registration statement with the securities that the Company at the time proposes to register to permit the sale or other disposition by such Holders in accordance with the intended method of shares distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.3(a) in accordance with such intended method or methods of disposition; provided that:
(a) (i) shall relieve the Company shall not include Registrable Securities in such proposed registration of its obligations to effect Demand Registrations under Section 2.2, subject to the extent that the Board shall have determined, after consultation with the managing underwriter conditions for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder a Demand Registration set forth in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii2.2(c), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to each holder Holder of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.2 and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.3 by giving written notice to the Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, the managing underwriter of after making such registration (orwithdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 2 contracts
Sources: Registration Rights Agreement (Eros International PLC), Registration Rights Agreement (Eros International PLC)
Piggyback Registrations. If the Company (a) If, at any time prior to December 1, 1998 or the earlier termination of the Company's obligations under Section 2.1(a)(iii), the Company proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration on Form S-4 merger or S-8 or any successor form consolidation or (ii) a registration of securities which are under Section 2.1) on a combination of debt and equityregistration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders of Registrable Securities regarding such proposed registrationdo so to one (1) counsel for the Shareholders designated in Section 4.11 hereof (the "Shareholder Counsel"). Upon the written request of any such holder the Shareholder Counsel, made within 15 10 days after following the receipt of any such notice (which request shall specify each Shareholder who wishes to exercise piggyback rights and the maximum number of Registrable Securities Merger Shares intended to be disposed of by each such holder and the intended method or methods of disposition thereofShareholder), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its best efforts to effect cause all Merger Shares identified in the registration Shareholder Counsel's notice to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by such Shareholders of such Registrable Securities on a pro rata basis (based the Merger Shares to be so registered. There is no limitation on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) relieve the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant its obligations to this Section 2 cause the Registration Statement to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;become effective.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder the Shareholder Counsel and (i) in the case of Registrable Securities and, thereupona determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities Merger Shares in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Shareholders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Merger Shares requested by a Shareholder to be included therein for the same period as the delay in registering such other equity securities.
(c) if Any Shareholder shall have the right to withdraw its request for inclusion of its Merger Shares in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (orii) such withdrawal shall be irrevocable and, after making such withdrawal, a Shareholder shall no longer have any right to include Merger Shares in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 2 contracts
Sources: Registration Rights Agreement (Yurie Systems Inc), Registration Rights Agreement (Yurie Systems Inc)
Piggyback Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the The Company shall not include Registrable Securities notify MSF in writing at least 10 Business Days (or such proposed registration shorter period of time that is reasonable under the circumstances) prior to the extent that filing of a Piggyback Registration Statement (as defined below), including the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities filing of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (ora preliminary prospectus supplement, in the case of an offering a Piggyback Offering to be conducted pursuant to a shelf registration statement that is not underwrittenalready effective, a nationally recognized investment banker) shall determine in good faith that for purposes of an Underwritten Offering of Company Shares to the participation of such Management Stockholder would materially and adversely affect the marketability public (whether for its own account or the offering price account of others) (a “Piggyback Offering”), other than an Excluded Offering, and shall afford MSF the opportunity to include in such registration statement all or part of the securities being sold Registrable Shares, subject to the terms and conditions hereof and the Separation Agreement. If MSF seeks to include any Registrable Shares in such registration; provided, that in the event of any such determination under clause (i) or (ii)Registration Statement, MSF shall notify the Company in writing, within five Business Days after receipt of the notice from the Company, provided that MSF shall give the affected holders have two Business Days after receipt of a such a notice to request inclusion of Registrable Securities notice in a Piggyback Registration Statement in the case of a “bought deal”, “registered direct offering,” “at the market” or “overnight transaction” where no preliminary prospectus is used. If MSF decides not to include all of the Registrable Shares in any such registration statement, MSF shall nevertheless continue to have the right to include any Registrable Shares in any subsequent registration statement as may be filed by the Company with respect to such an offering (other than an Excluded Offering), all upon the terms and conditions set forth herein, except to the extent such Registrable Shares have been registered for resale pursuant to Section 2.3. Any registration statement (including the filing of a preliminary prospectus supplement, in the case of a Piggyback Offering to be conducted pursuant to a shelf registration statement that is already effective) filed for purposes of such determination in lieu an underwritten offering of the notice otherwise required by the first sentence Company Common Stock that includes an offer of this Section 2;Registrable Shares is referred to herein as a “Piggyback Registration Statement.”
(b) if, at MSF may elect to withdraw from any time after giving Underwriting Offering by written notice (pursuant to this Section 2) of its intention to register equity securities the Company and the managing underwriter, delivered at least 10 calendar days prior to the effective date of the Piggyback Registration Statement or in the case of a Piggyback Registration Statement to be consummated pursuant to a shelf registration statement filed that is already effective or that will automatically become effective upon filing, two days after the public announcement of the Underwritten Offering or if the Underwritten Offering is publicly announced at the beginning of a Business Day, 3:00 P.M. New York City time on such day.
(c) The Company shall have the right to select the managing underwriter or underwriters to administer any underwritten offering pursuant to a Piggyback Registration Statement, and shall have the right to consent to any underwriter proposed for an underwritten offering of Company Shares by MSF pursuant to a Shelf Registration Statement.
(d) MSF shall enter into an underwriting agreement with the Company and the underwriters and shall sell its Registrable Securities included in connection with any Piggyback Underwritten Offering, upon the same terms and conditions as those applicable to the Company, except as expressly provided herein.
(e) MSF may exercise the Piggyback Registration Rights only as to the same class of Company Shares as the Company proposes to sell in the underwritten offering covered by a Piggyback Registration Statement.
(f) The Company shall have the right to withdraw or delay, any Piggyback Registration Statement or terminate any associated Piggyback Underwritten Offering at any time in the case of a Piggyback Underwritten Offering, without MSF’s consent, whether or not MSF has elected to include Registrable Shares in such registration. Any such termination shall not affect MSF’s registration rights hereunder to register Registrable Shares, and in the case of a delay, shall be permitted to delay its registration request for the period of the Company’s delay as to the Company shall determine for Shares.
(g) At any reason not to register such equity securitiestime when an effective Shelf Registration Statement is current, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the have no obligation to permit, MSF to include Company Shares in a Piggyback Registration Expenses Statement, and if any such Company Shares are included in connection therewith)a Piggyback Registration Statement and sold, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the identical number of securities requested and Company Shares otherwise proposed to registered for resale by MSF shall be included in such registration exceeds deregistered from the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Shelf Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Statement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Mercantil Bank Holding Corp), Registration Rights Agreement (Mercantil Bank Holding Corp)
Piggyback Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act any Common Stock or any security convertible into or exchangeable or exercisable for Common Stock, whether or not for sale for its own account (including, but not limited to, a Shelf Registration Statement, but and other than pursuant to (i) a registration “Demand Registration” as defined in and pursuant to the Marquee Stockholders Agreement, on Form S-4 or S-8 or any successor a form or (ii) and in a manner which would permit registration of securities which are a combination of debt and equity), then the Company shall give prompt written notice Common Stock held by the Management Stockholders for sale to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration public under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii)Act, the Company shall give the affected holders of Registrable Securities written notice of the proposed registration to each Management Stockholder not later than thirty (30) days prior to the filing thereof. Each Management Stockholder shall have the right to request that all or any part of such determination Management Stockholder’s Restricted Shares be included in lieu of the notice otherwise required such registration. Each Management Stockholder can make such a request by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and prior to the effective date Company within ten (10) Business Days after the receipt of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written Company’s notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudiceproposed registration; provided, however, to that if the rights registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2Company which the Company, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested Investors and otherwise proposed all Management Stockholders propose to be included sold in such registration exceeds the number which maximum amount of securities that can be sold in such offering without materially and adversely affecting having a material adverse effect on the offering price success of the securities being sold in offering, including without limitation an impact on the selling price and other terms of such registration, then in the case of any registration pursuant to this Section 2offering, the Company shall will include in such registration to only the extent number of securities that, in the reasonable opinion of such underwriter or underwriters can be sold without having a material adverse effect on the success of the number offering as follows: first, the securities which the Company is proposes to sell; second, the securities of the Investors (and their Permitted Transferees); and third, the securities of the Management Stockholders pro rata among all such Management Stockholders on the basis of the relative percentage of such securities then held by all Management Stockholders who have requested such securities be so advised can included (it being further agreed and understood, however, that such underwriters shall have the right to reduce or eliminate entirely the participation of the Management Stockholders). Common Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Management Stockholders shall be sold in to the prospective underwriters, selected by the holders of a majority of Common Stock to which such offering without such material adverse effect, first, the securities, if any, being sold registration statement relates and approved by the Company, on the terms and secondsubject to the conditions of one or more underwriting agreements negotiated between the holders of Common Stock to which such registration statement relates, the Registrable Securities of Company and the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder)prospective underwriters. The Company shall pay all Registration Expenses in connection with each may withdraw any registration statement at any time before it becomes effective, or postpone or terminate the offering of Registrable Securities requested pursuant securities, without obligation or liability to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1any Management Stockholder.
Appears in 2 contracts
Sources: Management Stockholders Agreement (Marquee Holdings Inc.), Management Stockholders Agreement (Amc Entertainment Inc)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a solely the registration on Form S-4 of securities in connection with an employee benefits plan or S-8 dividend reinvestment plan or any successor form an acquisition, merger or consolidation or (ii) pursuant to a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equity)statement on Form F-1, Form F-3 or an equivalent general registration form then in effect, whether or not for its own account, the Company shall give prompt written notice of its intention to all holders of Registrable Securities regarding such proposed registrationdo so to each Holder. Upon the written request of any such holder Holder made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6, use its best commercially reasonable efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration under thereof, to be included in the Securities Act registration statement with the securities which the Company at the time proposes to register to permit the sale or other disposition by such Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on a pro rata basis (based on to be so registered. Such Holders shall be referred to as Participating Holders for the number purposes of shares any Registrable Securities to be registered under Section 2.2(a). No registration of Registrable Securities owned by each such Stockholdereffected under Section 2.2(a) in accordance with such intended method or methods of disposition; provided that:
(a) (i) shall relieve the Company shall not include Registrable Securities in such proposed registration of its obligations to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this effect Demand Registrations under Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;2.1.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to each holder all relevant Participating Holders and (i) in the case of Registrable Securities and, thereupona determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities, without prejudice, however, to the rights of Holders under Section 2.1.
(c) if Any Participating Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Any Holder withdrawing pursuant to the provisions of this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm2.2(c) shall advise following such withdrawal no longer be treated as a Participating Holder for the Company in writing (with a copy to each holder purposes of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (GasLog Ltd.), Registration Rights Agreement (GasLog Ltd.)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equitySpecial Registration Statement), then the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities, at least ten (10) Business Days prior to the filing of any registration statement under the Securities regarding such proposed registration. Act or, in the case of registrations pursuant to Section 2.1, as required pursuant to Section 2.1.
(b) Upon the written request of any such holder Holder desiring to have Registrable Securities registered under this Section 2.2 (a “Piggyback Request”), made within 15 days after three (3) Business Days following the receipt of any such written notice from the Company pursuant to Section 2.3(a) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(e), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto (based the “Piggyback Registration”).
(c) There is no limitation on the number of shares Piggyback Requests that may be made by Holders pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each effected under this Section 2.2(c) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Shareholder wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the Block Trade on the day such Stockholder) in accordance offering is to commence and the Company shall notify the other Investor Shareholders, and the other Investor Shareholders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such intended method Investor Shareholders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) Business Days after the date it commences), provided that in the case of such Block Trade, only Investor Shareholder shall have a right to notice and to participate, and provided, further, that the Investor Shareholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of Offering Documents related to the Block Trade. For the avoidance of doubt, the Holders other than the Investor Shareholders shall not be entitled to receive notice of, or methods of disposition; provided that:to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade.
(ad) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, such inclusion shall not include Registrable Securities in such proposed registration be permitted only to the extent that it is pursuant to, and subject to, the Board terms of the underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall have determinedbe entitled to receive notice of, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant or to this Section 2 elect to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwrittenparticipate in, a nationally recognized investment banker) shall determine Block Trade or any Shelf Registration Statement and prospectus to be used in good faith that the participation of connection with such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;Block Trade.
(be) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cf) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing (with a copy prior to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price earlier of the securities being sold in execution of the underwriting agreement or the execution of the custody agreement with respect to such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis .
(based on the number of shares of Registrable Securities owned by each such Stockholder). g) The Company shall pay use commercially reasonable efforts to maintain the effectiveness of the registration statement relating to any Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1statement have actually been sold.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dun & Bradstreet Holdings, Inc.), Registration Rights Agreement (Dun & Bradstreet Holdings, Inc.)
Piggyback Registrations. If (a) On or after the 18-month anniversary of the Closing Date, if the Company at any time proposes to register any of its equity securities Equity Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 S-8, or any successor form or (ii) other forms promulgated for similar purposes, and other than demand registrations pursuant to Section 4.2), whether or not for sale for its own account, in a manner which would permit registration of securities which are a combination Registrable Securities of debt and equity)the same class of such Equity Securities for sale to the public under the Securities Act, then the Company shall it will, at each such time, give prompt written notice to all holders the Designated Stockholder of Registrable Securities regarding such proposed registrationits intention to do so and of the Holders’ rights under this Article IV. Upon the written request of any such holder the Designated Stockholder, on the behalf of all of the Holders, made within 15 days after the receipt of any such notice but in no event later than two (2) Business Days prior to the effectiveness of the registration statement as indicated in such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofeach Holder), the Company shall will use its reasonable best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis (based on which the number of shares of Registrable Securities owned Company has been so requested to register by each such Stockholder) in accordance with such intended method or methods of dispositionthe Holders thereof; provided that:
(a) that (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity any Equity Securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to the Designated Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 4.1 involves an underwritten offering, any Holder requesting to be included in such registration may elect, in writing 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 equity securities, the Company may, at its election, give written notice all or any part of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities securities in connection with such registration (but shall nevertheless pay the Registration Expenses registration. Nothing in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, 4.1 shall limit the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case right of any Holder to request the registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities issuable upon conversion of the Stockholders, on a pro rata basis (based on Subject Shares held by such Holder notwithstanding the number fact that at the time of shares of the request such Holder holds Preferred Stock and not Registrable Securities owned by each such Stockholder)Securities. The Company shall pay all Registration Expenses registration rights provided for in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller 4.1 are in addition to, and not in lieu of, registrations made upon the demand of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included any Investor Stockholder in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this accordance with Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.14.2.
Appears in 2 contracts
Sources: Stockholders Agreement (Homestore Inc), Stockholders Agreement (Homestore Inc)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice of its intention to all holders do so (1) to each of the Holders of record of Registrable Securities regarding (other than individuals), at least five (5) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such proposed registrationregistration statement). Upon the written request of any such holder Holder, made within 15 five (5) days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such Stockholderoffering is to commence and the Company shall notify other Investor Holders on the same day and other Investor Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences), provided that the Investor Holder requesting such underwritten block trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in accordance with order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. In the event an Investor Holder requests such intended method an underwritten block trade, notwithstanding anything to the contrary in Section 2.1 or methods of disposition; provided that:in this Section 2.2, any Holder who does not constitute an Investor Holder shall have no right to participate in such underwritten block trade.
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company shall not include Registrable Securities as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determinedterms of the underwriting agreement or arrangements, after consultation with if any, entered into by the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability Initiating Holders or the offering price of the securities being sold Majority Participating Holders in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;underwritten offering.
(bc) Other than in connection with a Demand Registration, if, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all institutional Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or as otherwise required by the underwriters.
(or, in e) Notwithstanding anything contained herein to the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2contrary, the Company shall shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such registration Holder (including to effect such Partner Distribution).
(f) Notwithstanding anything contained herein to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, firstcontrary, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company piggyback registration rights set forth in Section 2.2(a) shall pay all Registration Expenses not apply to any Holder in connection with each registration the IPO without the prior written consent of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1GSCP Parties.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Interline Brands, Inc./De)
Piggyback Registrations. If (a) Subject to the terms and conditions of this Agreement, whenever the Company at any time proposes to register any of its equity securities for sale for cash under the Securities Act Act, whether proposed to be offered for its own account sale by the Company or by any other Person (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) pursuant to a Demand Registration, (ii) in connection with any registration on Form S-4 or S-8 S-▇, ▇-▇ or any successor form or similar form, (iii) in connection with a registration relating to a merger, acquisition, business combination transaction or reorganization of the Company or other transaction under Rule 145 of the Securities Act or (iiiv) a registration of in which the only securities which being registered are a combination common stock issuable upon conversion of debt securities that are also being registered) and equitythe registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), then the Company shall give prompt written notice to AIG of its intention to effect such a registration and, subject to Section 2.2(b) and Section 2.2(c), shall use reasonable best efforts to include in such registration all holders of Registrable Securities regarding such proposed registration. Upon with respect to which the Company has received written requests for inclusion therein from AIG within five (5) Business Days after the delivery of the Company’s notice.
(b) If the Piggyback Registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise AIG as a part of the written request notice given. In such event, the right of AIG to registration pursuant to this Section 2.2(b) shall be conditioned upon AIG’s participation in such underwriting and the inclusion of AIG’s Registrable Securities in the underwriting to the extent provided herein. If AIG exercises its Piggyback Registration rights it shall enter into an underwriting agreement in customary form with the representative of the managing underwriters selected by the Company. Notwithstanding any such holder made within 15 days after other provision of this Section 2.2, if the receipt underwriters advise the Company that marketing factors require a limitation on the number of any such notice shares to be underwritten, the underwriters may (which request shall specify subject to the limitations set forth below) limit the number of Registrable Securities intended to be disposed of by such holder included in the registration and the intended method or methods of disposition thereof), the underwriting. The Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on so advise AIG, and the number of shares of Registrable Securities owned by each such Stockholder) securities that are entitled to be included in accordance with such intended method or methods of disposition; provided that:
(a) the registration and underwriting shall be allocated as follows: (i) first, to the Company shall not include Registrable Securities in such proposed registration for securities being sold for its own account, (ii) second, to Argon, to the extent that Argon is permitted to include securities at such time, and is entitled to priority with respect thereto, under the Board shall have determinedterms of the Stockholders Agreement, after consultation with the managing underwriter for such offering(iii) third, that their inclusion would materially and adversely affect the offering price to AIG, and (iiiii) the Company shall not include Registrable Securities of fourth, to any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price other holders of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity Company’s securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and.
(c) if in connection with a The Company shall have the right to terminate or withdraw any registration pursuant prior to this Section 2, the managing underwriter effectiveness of such registration (or, in the case of an offering that is whether or not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy AIG has elected to each holder of Registrable Securities requesting registration thereof) that the number of include securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 2 contracts
Sources: Registration Rights Agreement (American International Group, Inc.), Registration Rights Agreement (Corebridge Financial, Inc.)
Piggyback Registrations. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) similar forms thereto and other than pursuant to a registration of securities which are a combination of debt and equityunder Section 4.1), then whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act, it will give prompt written notice to all the holders of Registrable Securities regarding promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registrationregistration (including, without limitation, (x) whether or not such registration will be in connection with an Underwritten Offering of Registrable Securities and, if so, the identity of the Managing Underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold). Upon the written request of any such holder made delivered to the Company within 15 30 calendar days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its commercially reasonable best efforts to effect the registration under the Securities Act of such all of the Registrable Securities on a pro rata basis (based on that the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of dispositionCompany has been so requested to register; provided provided, however, that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) ifIf, at any time after giving such written notice (pursuant to this Section 2) of its intention to register equity any securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, who made a request as herein above provided and thereupon the Company shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights rights, of the ▇▇▇▇▇ Stockholders Requesting Holders to request that a such registration be effected as a registration under Section 1.1; and4.1.
(ii) If such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, provided, however, that such holders shall not be required to make any representations about the Company's business and will not be required to indemnify the underwriters for an amount which exceeds the net proceeds received by such holder. No registration effected under this Section 4.2 shall relieve the Company of its obligation to effect registration upon request under Section 4.1.
(b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 4.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans.
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities 4.2 shall pay (a) all Registration Expenses to the extent required to be paid by the Company.
(d) If a registration pursuant to this Section 4.2 involves an Underwritten Offering and the Managing Underwriter advises the issuer that, in its opinion, the number of securities proposed to be included in such seller under applicable law registration should be limited due to market conditions, then the Company will include in such registration (i) the securities the Company proposes to sell and (bii) its pro rata share (based on the number of Registrable Securities requested by holders thereof to be included in such offeringregistration that, in the opinion of such Managing Underwriter, can be sold, such amount to be allocated among all such holders of Registrable Securities pro rata on the basis of the respective number of Registrable Securities each such holder has requested to be included in such registration.
(e) In connection with any Underwritten Offering with respect to which holders of all underwriting discounts and commissions and transfer taxes, if any. No Registrable Securities shall have requested registration effected under pursuant to this Section 2 shall relieve 4.2, the Company from its obligation shall have the right to effect registrations under Section 1.1select the Managing Underwriter with respect to the offering; provided, that such Managing Underwriter is reasonably acceptable to the holders of a majority of the Registrable Securities requested to be sold in such Underwritten Offering.
Appears in 2 contracts
Sources: Shareholder Agreement (TAL International Group, Inc.), Shareholders Agreement (Seacon Holdings LTD)
Piggyback Registrations. If (a) After the Initial Public Offering, if the Company at any time proposes to register any of its equity securities of the same class as the Registrable Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) similar forms thereto and other than pursuant to a registration of securities which are a combination of debt and equityunder Section 2.1 or 2.2), then whether or not for sale for its own account (including, without limitation, pursuant to the Company shall exercise by any other Person of any registration rights granted by the Company), on a form and in a manner that would permit registration of Registrable Securities held by a Holder for sale to the public under the Securities Act, it will give prompt written notice to all holders the Holders promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such registration will be in connection with an Underwritten Offering of Registrable Securities regarding and, if so, the identity of the Managing Underwriter and whether such proposed registrationoffering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the anticipated price range at which the Registrable Securities are reasonably expected to be sold to the public). Upon the written request of any such holder made Holder delivered to the Company within 15 45 calendar days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition thereof), the Company shall will use its reasonable best efforts to effect the registration under the Securities Act of such all of the Registrable Securities on a pro rata basis (based on that the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of dispositionCompany has been so requested to register; provided provided, however, that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) ifIf, at any time after giving such written notice (pursuant to this Section 2) of its intention to register equity any securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder Holder who made a request as hereinabove provided and thereupon the Company shall be relieved of Registrable Securities and, thereupon, shall not be obligated its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith, subject to Section 2.3(b)), without prejudice, however, to the rights rights, of the ▇▇▇▇▇ Stockholders any Holder to request that a such registration be effected as a registration under Section 1.1; andSections 2.1 or 2.2, upon the terms and subject to the conditions set forth therein.
(cii) if in connection with a registration pursuant to this Section 2, the managing underwriter of If such registration (orinvolves an Underwritten Offering, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder all Holders of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such the Company's registration exceeds must sell their Registrable Securities to the number which can be sold in such offering without materially underwriters selected by the Company on the same terms and adversely affecting conditions as apply to the offering price of the securities being sold in such registration, then in the case of any Company. No registration pursuant to effected under this Section 2, 2.3 shall relieve the Company shall include in such registration of its obligation to effect registrations upon request under Sections 2.1 or 2.2, upon the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, terms and second, the Registrable Securities of the Stockholders, on a pro rata basis conditions set forth therein.
(based on the number of shares of Registrable Securities owned by each such Stockholder). b) The Company shall pay all Registration Expenses incurred in connection with each registration up to three fully completed registrations of Registrable Securities requested pursuant to this Section 2; provided that 2.3 (and for each seller such registration discontinued or terminated pursuant to the provisions of Section 2.3(a) or for which more than 50% of the Registrable Securities shall pay (a) all Registration Expenses for which registration has been requested are not registered pursuant to the extent required to provisions of Section 2.3(c)) shall be paid by such seller under applicable law the Company.
(c) If a registration pursuant to this Section 2.3 involves an Underwritten Offering and (b) the Managing Underwriter advises the Company that, in its pro rata share (based on opinion, the number of Registrable Securities proposed to be included in such offeringregistration should be limited due to market conditions, then the Company may exclude Registrable Securities requested to be included pursuant to Section 2.3(a) pro rata, based on the respective numbers of all underwriting discounts and commissions and transfer taxes, if any. No Registrable Securities as to which registration effected under has been so requested by each Holder.
(d) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 2 shall relieve 2.3, the Company from its obligation shall have the right to effect registrations under Section 1.1select the Managing Underwriter with respect to the offering.
Appears in 2 contracts
Sources: Registration Rights Agreement (Teligent Inc), Registration Rights Agreement (Teligent Inc)
Piggyback Registrations. If the Company (a) If, at any time after the IPO, the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice (in any event within five (5) Business Days after receipt of notice of any exercise of demand registration rights by any Person) of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 twenty (20) days after following the receipt of any such written notice (or fifteen (15) days if the Company states that such registration will be on a Form S-3) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof, which may include a Partner Distribution) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto pursuant to a Form 8-K. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods shall relieve the Company of disposition; provided that:its obligations to effect Demand Registrations under Section 2.1 hereof.
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Equity or shares of Common Equity held by the Company shall not include Registrable Securities as treasury shares and (ii) any other shares of Common Equity which are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price terms of the securities being sold in such registration; providedunderwriting agreement or arrangements, that in the event of any such determination under clause (i) or (ii)if any, the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required entered into by the first sentence of this Section 2;Initiating Holder.
(bc) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (orii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firmregistration as to which such withdrawal was made.
(e) shall advise Notwithstanding anything contained herein to the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2contrary, the Company shall shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, therein all disclosure and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid language deemed necessary or advisable by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities Holder if such disclosure or language was not included in the initial registration statement, or revise such offering) of all underwriting discounts and commissions and transfer taxes, disclosure or language if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1deemed necessary or advisable by such Holder.
Appears in 2 contracts
Sources: Registration Rights Agreement (MRC Global Inc.), Registration Rights Agreement (MRC Global Inc.)
Piggyback Registrations. If (a) Subject to the terms and conditions of this Agreement, whenever the Company at any time proposes to register any of its equity securities for sale for cash under the Securities Act Act, whether proposed to be offered for its own account sale by the Company or by any other Person (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) pursuant to a Demand Registration, (ii) in connection with any registration on Form S-4 or S-4, S-8 or any successor form or similar form, (iii) in connection with a registration relating to a merger, acquisition, business combination transaction or reorganization of the Company or other transaction under Rule 145 of the Securities Act or (iiiv) a registration of in which the only securities which being registered are a combination common stock issuable upon conversion of debt securities that are also being registered) and equitythe registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), then the Company shall give prompt written notice to NLI of its intention to effect such a registration and, subject to Section 2.2(b) and Section 2.2(c), shall use reasonable best efforts to include in such registration all holders of Registrable Securities regarding such proposed registration. Upon with respect to which the Company has received written requests for inclusion therein from NLI within five (5) Business Days after the delivery of the Company’s notice.
(b) If the Piggyback Registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise NLI as a part of the written request notice given. In such event, the right of NLI to registration pursuant to this Section 2.2(b) shall be conditioned upon NLI’s participation in such underwriting and the inclusion of NLI’s Registrable Securities in the underwriting to the extent provided herein. If NLI exercises its Piggyback Registration rights it shall enter into an underwriting agreement in customary form with the representative of the managing underwriters selected by the Company. Notwithstanding any such holder made within 15 days after other provision of this Section 2.2, if the receipt underwriters advise the Company that marketing factors require a limitation on the number of any such notice shares to be underwritten, the underwriters may (which request shall specify subject to the limitations set forth below) limit the number of Registrable Securities intended to be disposed of by such holder included in the registration and the intended method or methods of disposition thereof), the underwriting. The Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on so advise NLI, and the number of shares of Registrable Securities owned by each such Stockholder) securities that are entitled to be included in accordance with such intended method or methods of disposition; provided thatthe registration and underwriting shall be allocated as follows:
(a) (i) first, to the Company shall not include Registrable Securities in such proposed registration for securities being sold for its own account;
(ii) second, to Argon, to the extent that Argon is permitted to include securities at such time, and is entitled to priority with respect thereto, under the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price terms of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2Stockholders Agreement;
(biii) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, howeverthird, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1NLI; and
(iv) fourth, to any other holders of the Company’s securities.
(c) if in connection with a The Company shall have the right to terminate or withdraw any registration pursuant prior to this Section 2, the managing underwriter effectiveness of such registration (or, in the case of an offering that is whether or not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy NLI has elected to each holder of Registrable Securities requesting registration thereof) that the number of include securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 2 contracts
Sources: Voting and Support Agreement (Equitable Holdings, Inc.), Voting and Support Agreement (Corebridge Financial, Inc.)
Piggyback Registrations. If the Company If, at any time when there are Registrable Securities then outstanding there is not an effective Registration Statement covering all of the Registrable Securities, the Company proposes to register any of its equity securities under the Securities Act any of its securities, whether or not for sale for its own account account, on a form and in a manner which would permit registration of the Registrable Securities held by a Holder for sale to the public under the Securities Act (including, but not limited to, a Shelf Registration Statement, registration statements relating to secondary offerings of securities of the Company but other than pursuant to excluding any registration statements (i) a registration on Form S-4 or S-8 N-14 (or any successor form or substantially similar form), (ii) a registration of securities which are a combination of debt and equity), then the Company shall give prompt written notice otherwise relating to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of corporate reorganization or other transactions covered by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration Rule 145 promulgated under the Securities Act of such Registrable Securities Act, or (iii) on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method any registration form which does not permit secondary sales or methods of disposition; provided that:
(a) (i) the Company shall does not include Registrable Securities substantially the same information as would be required to be included in such proposed a registration to statement covering the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price resale of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (iiRegistrable Securities), the Company shall give the affected holders of Registrable Securities written notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
proposed registration to each Holder not later than ten (b10) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and calendar days prior to the effective date filing thereof. Each Holder shall have the right to request that all or any part of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration. Each Holder can make such a request by giving written notice to the Company within five (5) calendar days after the receipt of such notice by the Holders; provided, however, that if the registration is an Underwritten Offering and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company and all Holders propose to include in such registration statement exceeds the number which can maximum amount of securities that may be sold in such offering without materially and adversely affecting having a material adverse effect on the offering price success of the securities being sold offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securitiessecurities that the Company proposes to sell, if any, being sold by the Company, and second, the Registrable Securities of the Stockholderssuch Holders, on a pro rata basis (based among all such Holders on the number basis of shares the relative percentage of Registrable Securities owned by all Holders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation of the Holders), and third, the comparable securities of any additional holders of the Company’s securities, pro rata among all such holders on the basis of the relative percentage of such securities held by each of them. Registrable Securities proposed to be registered and sold pursuant to an Underwritten Offering for the account of any Holder shall be sold to the prospective underwriters selected or approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Holder who holds Registrable Securities being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such Stockholder)underwriting agreement. The Company shall pay all Registration Expenses in connection with each may withdraw any registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected statement under this Section 2 shall relieve 3 at any time before it becomes effective, or postpone or terminate the Company from its offering of securities, without obligation or liability to effect registrations under Section 1.1any Holder.
Appears in 2 contracts
Sources: Registration Rights Agreement (Barings BDC, Inc.), Registration Rights Agreement
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to all holders do so (1) to each of the Holders of record of Registrable Securities regarding (other than individuals), at least ten (10) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than ten (10) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least ten (10) Business Days prior to the filing of such proposed registrationregistration statement). Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such holder Holder, made within 15 days after ten (10) Business Days following the receipt of any such notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Holder only needs to notify the Company of the Underwritten Block Trade on the day such Stockholderoffering is to commence and the Company shall notify other Investor Holders and, during the Restricted Period, the Additional Investors on the same day and such other Investor Holders and, during the Restricted Period, the Additional Investors must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences); provided, however, that the Investor Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in accordance with order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event an Investor Holder requests such intended method an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or methods in this Section 2.2, (1) the Additional Investors shall have no right to notice of disposition; provided that:or to participate in such Underwritten Block Trade following the Restricted Period and (2) any other Holder who does not constitute an Investor Holder shall have no right to notice of or to participate in such Underwritten Block Trade at any time.
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company shall not include Registrable Securities as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determinedterms of the underwriting agreement or arrangements, after consultation with if any, entered into by the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability Initiating Holders or the offering price of the securities being sold Majority Participating Holders in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;underwritten offering.
(bc) Other than in connection with a Demand Registration, if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities a Piggyback Notice 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or as otherwise required by the underwriters.
(or, in e) Notwithstanding anything contained herein to the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2contrary, the Company shall shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such registration Holder (including to effect such Partner Distribution).
(f) Notwithstanding anything contained herein to the extent contrary, the piggyback registration rights set forth in Section 2.2(a) shall not apply to any Holder in connection with the IPO without the prior written consent of AEA; provided, however, that if any AEA Investor participates in the number which the Company is so advised can IPO, each Additional Investor shall be sold entitled to participate in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, IPO on a pro rata basis (based on in accordance with the number provisions of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses 2.2, subject to the extent required to be paid by such seller under applicable law Sections 2.3 and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.12.6 hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (GMS Inc.), Registration Rights Agreement
Piggyback Registrations. If the Company at any time the Company proposes to register for sale by the Company under the Securities Act any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 Form S-8, or any successor form or (ii) similar forms), or any shares of Common Stock held by GSCP pursuant to Section 3.1(b), in a manner that would permit registration of securities which are a combination of debt Registrable Securities for sale to the public under the Securities Act and equity)in an underwritten offering, then the Company shall will each such time promptly give prompt written notice to all holders of Stockholders who beneficially own any Registrable Securities regarding of its intention to do so, of the registration form of the SEC that has been selected by the Company and of such holders' rights under this Section 3.1 (the "Piggyback Notice"). The Company will use its reasonable best efforts to include, and to cause the underwriter or underwriters to include, in the proposed registration. Upon offering, on the written request same terms and conditions as the securities of any the Company included in such holder made offering, all Registrable Securities that the Company has been requested in writing, within 15 fifteen (15) calendar days after the receipt of any such notice Piggyback Notice is given, to register by the Stockholders thereof (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten3.1(a), a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration"Piggyback Registration"); provided, however, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities a Piggyback Notice 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 equity securitiessecurities (or, in the case of a Demand Registration (as defined below), GSCP so determines), the Company may, at its electionelection (or, in the case of a Demand Registration where GSCP so determines, the Company shall), give written notice of such determination to each holder of all Stockholders who beneficially own any Registrable Securities and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in case of a determination by the Company to delay registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration its equity securities (or, in the case of an offering a Demand Registration, GSCP so determines), the Company shall be permitted to (or, in the case of a Demand Registration where GSCP so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that is not underwritten, a nationally recognized investment banking firmclauses (i) and (ii) shall advise not relieve the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in its obligations under Section 3.1(b)). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 23.1(a), all Stockholders proposing to distribute their securities pursuant to this Section 3.1(a) shall, at the request of the Company (or, in the case of a Demand Registration, GSCP), enter into an agreement in customary form with the underwriter or underwriters selected by the Company (or, in the case of a Demand Registration, selected by GSCP). Notwithstanding the foregoing, following an IPO, the Company shall include in such registration not be obligated to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each effect registration of Registrable Securities for which Piggyback Registration is requested pursuant to this Section 2; provided that each seller by a Management Investor if, at the time of such request, all such Registrable Securities shall pay (a) all Registration Expenses are eligible for sale to the extent required to be paid public by the requesting Management Investor without registration under Rule 144 under the Securities Act, with such seller under applicable law and (b) its pro rata share (based on sale not being limited by the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1volume restrictions thereunder.
Appears in 2 contracts
Sources: Stockholders' Agreement (JCS Realty Corp), Stockholders' Agreement (JCS Realty Corp)
Piggyback Registrations. (a) If the Company at any time proposes to register any of its equity securities file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account and/or for the account of any Other Holders (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or Registration under Section 2.01, (ii) a registration Registration pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) any form that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, as would be required to be included in a Registration Statement covering the sale of the Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) a Registration in which the only Company Shares being registered are a combination Company Shares issuable upon conversion of debt and equitysecurities that are also being registered) (a “Company Public Sale”), then then, as soon as practicable, but in any event not less than ten (10) Business Days prior to the proposed date of filing such Registration Statement, the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any filing to each Holder, and such notice (which request shall specify offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities intended as each such Holder may request in writing (a “Piggyback Registration”). Subject to be disposed of by such holder Section 2.02(b) and the intended method or methods of disposition thereofSection 2.02(c), the Company shall use its best commercially reasonable efforts to effect the registration under the Securities Act of such include in a Registration Statement with respect to a Company Public Sale all Registrable Securities on a pro rata basis that are requested to be included therein within five (based on 5) Business Days after the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities receipt of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registrationnotice; provided, however, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity Register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine for any reason not to register such equity securitiesRegister or to delay Registration of the Company Public Sale, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (x) in the case of a determination not to Register, shall not be obligated relieved of its obligation to register Register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)Registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders any Holder to request that a registration such Registration be effected as a Demand Registration under Section 1.12.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other Company Shares in the Company Public Sale. No Registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, the Company’s filing of a Shelf Registration Statement shall not be deemed to be a Company Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of Company Shares for its own account and/or for the account of any other Persons will be a Company Public Sale unless such offering qualifies for an exemption from the Company Public Sale definition in this Section 2.02(a).
(b) In the case of any Underwritten Offering, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement by giving written notice to the Company of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.
(c) if in connection with a registration pursuant to this Section 2, If the managing underwriter or underwriters of such registration (or, in the case any proposed Underwritten Offering of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder class of Registrable Securities requesting registration thereof) that included in a Piggyback Registration informs the Company and each Holder in writing that, in its or their opinion, the number of securities requested of such class that such Holder and otherwise proposed any other Persons intend to include in such offering exceeds the number that can be Sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such registration exceeds the number which can Registration shall be sold in such offering without materially and adversely affecting the offering price (i) first, all securities of the securities being sold in such registration, then in Company and any other Persons (other than the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which Company’s executive officers and directors) for whom the Company is so advised can be sold in such offering without such material adverse effecteffecting the Registration, firstas the case may be, proposes to Sell, (ii) second, the securitiesnumber, if any, being sold by the Company, and second, the of Registrable Securities of such class that, in the Stockholdersopinion of such managing underwriter or underwriters, on a can be Sold without having such adverse effect, with such number to be allocated pro rata basis (among the Holders that have requested to participate in such Registration based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the relative number of Registrable Securities of such class requested by such Holder to be included in such offeringSale, (iii) third, the number of all underwriting discounts securities of executive officers and commissions directors of the Company for whom the Company is effecting the Registration, as the case may be, with such number to be allocated pro rata among the executive officers and transfer taxesdirectors and (iv) fourth, if any. No registration effected under any other securities eligible for inclusion in such Registration, allocated among the holders of such securities in such proportion as the Company and those holders may agree.
(d) After a Holder has been notified of its opportunity to include Registrable Securities in a Piggyback Registration, such Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other Company Shares) in such Piggyback Registration and (iii) shall not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the requirements of this Section 2 2.02(d); provided, that any such Holder may disclose Offering Confidential Information if such disclosure is required by legal process, but such Holder shall relieve reasonably cooperate with the Company from its obligation to effect registrations under Section 1.1limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the Offering Confidential Information.
Appears in 2 contracts
Sources: Registration Rights Agreement (Terex Corp), Stock and Asset Purchase Agreement (Terex Corp)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other stockholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar or successor form or (ii) a registration of securities which are a combination of debt and equityforms), then the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to do so to the Other Investors, promptly after deciding to undertake such registration (and in no event more than five (5) Business Days thereafter). Notwithstanding the foregoing, the Company may delay any Piggyback Notice, including until after filing a registration statement, so long as all holders recipients of Registrable Securities regarding such proposed registrationnotice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such holder Holder, made within 15 five (5) days after following the receipt of any such notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder in such registration and the intended method of sale or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such sale or distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes to sell any of its equity securities for its own account in an underwritten offering pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of record of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder in such offering) within five (5) days following the receipt of the Company Shelf Notice. If a Major Investor proposes to sell any of its Registrable Securities in a Shelf Underwriting, then the provisions set forth in Section 2.1(e) shall apply to such Shelf Underwriting. Notwithstanding the foregoing, (x) if the Company wishes to sell any of its equity securities for its own account in an Underwritten Block Trade (a “Company Underwritten Block Trade”) pursuant to a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already effective Shelf Registration Statement), then notwithstanding the foregoing time periods, the Company only needs to notify (a “Company Underwritten Block Trade Notice”) the Major Investors (in each case, if such Stockholder) in accordance with such intended method or methods Major Investor is then a Holder of disposition; provided that:
(a) (i) Shelf Registrable Securities or (ii) Registrable Securities that may be added to such Shelf Registration Statement through the filing of a prospectus supplement) of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Major Investor must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Company Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Major Investor wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company proposes to effect a Company Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, no Holder that is not a Major Investor shall have any right to notice of or to participate in such Company Underwritten Block Trade at any time. The Company shall, at the request of any Major Investor requesting to participate in a Company Shelf Underwriting or Company Underwritten Block Trade, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendment and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Major Investors or any other Participating Holder of Shelf Registrable Securities to effect such Company Shelf Underwriting or Company Underwritten Block Trade, as applicable.
(b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price terms of the securities being sold underwriting agreement or arrangements, if any, entered into by the Applicable Initiating Holders.
(c) Other than in such registration; provided, that in the event of any such determination under clause connection with a Demand Registration (i) or (iia Shelf Underwriting or Underwritten Block Trade), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice a Piggyback Notice (pursuant to this Section 2or a Company Shelf Notice or a Company Underwritten Block Trade Notice) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registrationregistration (or the sale pursuant to a Company Shelf Underwriting or Company Underwritten Block Trade), the Company shall determine for any reason not to register (or sell) or to delay registration (or sale) of such equity securities, the Company may, at its election, give written notice of such determination to each holder Holder of record of Registrable Securities and(except, thereuponin the case of a Company Underwritten Block Trade, then, only to the Major Investors) and (i) in the case of a determination not to register (or sell), shall not be obligated relieved of its obligation to register (or sell) any Registrable Securities in connection with such abandoned registration (but shall nevertheless pay the Registration Expenses in connection therewithor abandoned sale), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders of Registrable Securities under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration (or sale) of its equity securities, shall be permitted to delay the registration (or sale) of such Registrable Securities for the same period as the delay in registering (or selling) such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement or offering pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of any custody agreement with respect to such registration or offering or as otherwise required by the underwriters.
(or, in e) Notwithstanding anything contained herein to the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2contrary, the Company shall shall, at the request of any Holder seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such registration Holder to effect such Partner Distribution.
(f) Notwithstanding anything contained herein to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, firstcontrary, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company piggyback registration rights set forth in Sections 2.1(a)(i) or 2.2(a) shall pay all Registration Expenses not apply to any Holder in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1IPO.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (iPic Entertainment Inc.)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any Shares for its own account or for the account of its equity securities any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or Form S-8 or any successor form or (ii) other forms promulgated for similar purposes or forms filed in connection with an exchange offer or any employee benefit or stock purchase and/or dividend reinvestment plan or a registration statement registering Shares that are issuable solely upon conversion of securities which are a combination of debt and equityShare Equivalents), then the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to all holders do so to each of the Holders of Registrable Securities regarding such proposed registrationat least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Upon the written request of any such holder Holder, made within 15 five (5) days after following the receipt of any such notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its best commercially reasonable efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence that the Company is obligated to effect. No registration of Registrable Securities owned effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by each such StockholderHolder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in accordance with an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Holders of the Company Underwritten Block Trade two (2) Business Days prior to the day such intended method Company Underwritten Block Trade is to commence and the Company shall notify the Holders and such Holders must elect whether or methods not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of disposition; provided that:Shares who does not constitute a Holder shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable.
(ab) The Company, subject to Sections 2.3 and 2.6 and the final sentence of Section 2.2(a), may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued Shares or Shares held by the Company shall not include Registrable Securities as treasury shares and (ii) any other Shares that are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and that are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determinedterms of the underwriting agreement or arrangements, after consultation with if any, entered into by the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability Initiating Holders or the offering price of the securities being sold Majority Participating Holders in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;underwritten offering.
(bc) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, (i) any Initiating Holder determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each Holder of record of Registrable Securities and thereupon will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) other than in connection with a Demand Registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (x) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (y) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or as otherwise required by the underwriters.
(e) Notwithstanding anything contained herein to the contrary, the managing underwriter of such piggyback registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration rights granted pursuant to this Section 2, the Company 2.2 shall include in automatically terminate at such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, time as both (i) the Registrable Securities beneficially owned by the Shareholders no longer constitute at least five percent (5%) of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law outstanding Shares and (bii) its pro rata share (based on the number no Shareholder is an “affiliate” of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1(within the meaning of Rule 144).
Appears in 2 contracts
Sources: Registration Rights Agreement (Covia Holdings Corp), Agreement and Plan of Merger (Fairmount Santrol Holdings Inc.)
Piggyback Registrations. If 2.1 The Company agrees that, on each occasion that it shall propose to file a registration statement covering shares of Common Stock, whether on its own behalf or at the request of any other stockholder of the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration statement on Form S-4 or Form S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equityunder the Securities Act), then with the Commission or under the laws of any state jurisdiction, the Company shall give prompt written notice to all holders ("Piggyback Notice") of Registrable Securities regarding such proposed registrationfiling to the Holders at least 40 days prior to such filing. Upon the written request of any such holder made Holder, given within 15 10 days after the receipt date of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof)Piggyback Notice, the Company shall use its best efforts to effect include in any such filing such number of shares of Subject Stock that shall be requested by the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on Holders, subject to any limitations as to the number of shares of Registrable Securities owned Subject Stock that may be imposed by each the Company's underwriter (if any); provided, however, that if such Stockholder) registration statement is being filed at the request of another stockholder of the Company, then the maximum number of shares of Subject Stock included in accordance with such intended method or methods registration shall be equal to the lesser of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities aggregate number of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price shares of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed Common Stock to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2multiplied by a fraction, the Company numerator of which shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities Common Stock owned by each the Holders on the date of the Piggyback Notice and the denominator of which shall be the aggregate number of shares of Common Stock that are issued and outstanding on such Stockholder)date, or (b) the number of shares of the Common Stock that the Holders shall have requested to have included in such registration.
2.2 The Company agrees that it shall use its best efforts to cause the registration statement including the shares of Subject Stock to become effective under the Securities Act and under the securities laws of Specified States. The Company shall further use its best efforts to maintain the effectiveness of such registration statement for such period as may be reasonably necessary to complete the distribution of the Subject Stock covered thereby, subject to the limitations set forth in Section 4 hereof.
2.3 The Holders shall pay all fees and expenses of its counsel and accountants who shall not also be representing the Company, and shall reimburse the Company for certain additional expenses incurred by the Company as set forth in this Section 2.3. The Company shall pay all Registration Expenses expenses, disbursements, fees (filing and others), legal and accounting and other costs of every kind and nature incurred or borne by the Company in connection with each such a registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 (both under the Securities Act and under the laws of the Specified States in which shares of the Subject Stock are being sold), except that the Holders shall relieve promptly reimburse the Company from its obligation for all such expenses, disbursements, fees and other costs using the ratio of net cash received by the Holders to effect registrations the total amount of net cash received by the Company and any other sellers of shares of Common Stock under Section 1.1such registration statement unless the Company shall have otherwise agreed to bear such expenses, disbursements, fees and other costs on behalf of any other stockholder of the Company for whom shares of Common Stock are being included in such registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Merck Kgaa /Fi), Registration Rights Agreement (Pharmaceutical Resources Inc)
Piggyback Registrations. If (a) If, at any time or from time to time, the Company will register or commence an offering of any of its securities for its own account or otherwise (including but not limited to the registrations or offerings pursuant to Section 2.1) (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company will:
(i) promptly give to each Holder written notice thereof (in any event within five (5) Business Days); and
(ii) except as set forth in Section 2.1(k), include in such registration and in any underwriting involved therein (if any), all the Registrable Securities specified in a written request or requests, made within twenty (20) days after mailing or personal delivery of such written notice from the Company, by any of the Holders, with the securities which the Company at any the time proposes to register any or sell to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered or sold, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2 shall relieve the Company of its equity securities obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the Securities Act for its own account (includingforegoing, but not limited to, if the Company wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a takedown from an already existing Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity), then notwithstanding the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof)foregoing time periods, the Company shall notify each Holder and each such Holder must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its best commercially reasonable efforts to effect consummate such shelf offering (which may close as early as two (2) Business Days after the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:date it commences).
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person (other than demand registrations of a type described in Section 2.1(k)), (i) authorized but unissued shares of Common Equity or (to the extent applicable under Maryland law) shares of Common Equity held by the Company shall not include Registrable Securities as treasury shares and (ii) any other shares of Common Equity which are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the Effective Time and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price terms of the securities being sold in such registration; providedunderwriting agreement or arrangements, that in the event of any such determination under clause (i) or (ii)if any, the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required entered into by the first sentence of this Section 2;Initiating Holders.
(bc) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities or sell any Common Equity or Common Equity Equivalents and prior to the effective date of the registration statement filed in connection with such registrationregistration or sale thereof, the Company shall determine for any reason not to register such equity securitiesor sell or to delay registration or sale thereof, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register or sell, shall not be obligated relieved of its obligation to register or sell any Registrable Securities in connection with such abandoned registration (but shall nevertheless pay the Registration Expenses in connection therewith)or sale, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration or sale thereof, shall be permitted to delay the registration or sale of such Registrable Securities for the same period as the delay in registering such other Common Equity or Common Equity Equivalents.
(cd) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in connection with the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Holder including filing a prospectus supplement naming the Holders, partners, members and shareholders to the extent required by law.
(e) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement or offering pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration (or, in the case of an or offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and or as otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold required by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1underwriters.
Appears in 2 contracts
Sources: Registration Rights Agreement (Americold Realty Trust), Registration Rights Agreement (Americold Realty Trust)
Piggyback Registrations. If the Company at any time after 180 days from the date ----------------------- of this Agreement the Company proposes to register file a registration statement covering proposed sales by it or any of its equity securities under shareholders of shares of its capital stock in a manner which would permit registration of shares of common stock for sale to the Securities Act for its own account public (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration statement (i) covering only shares issuable upon (a) the exercise of employee stock options or pursuant to an employee stock purchase, dividend reinvestment or similar plan, or (b) the exercise of a registration convertible security, or (ii) under a Registration Statement filed on Form S-4 or S-8 or any successor similar form under the Act or (iiiii) a registration of securities which are a combination of debt and equitypursuant to Section 2, below), then the Company shall will give prompt written notice to all holders Holder of Registrable Securities regarding such proposed registration. Upon registration (which notice shall describe the written request proposed filing date and the date by which the registration rights granted pursuant to this Section 1 must be exercised, the nature and method of any such holder made sale or disposition of securities and shall include a listing of the jurisdictions, if any, in which the Company proposes to register or qualify the securities under the applicable state securities or "Blue Sky" laws of such jurisdictions). At the request of Holder given within 15 thirty (30) calendar days after the receipt of any such notice by Holder (which request shall specify the number of Registrable Securities intended shares Holder requests to be disposed of by included in such holder and the intended method or methods of disposition thereofregistration), the Company shall will use its best efforts to effect the cause all shares as to which registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned has been requested by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed Holder to be included in such registration exceeds statement for sale or disposition in accordance with the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then method described in the case initial notice given to Holder and subject to the same terms and conditions as the other shares of any capital stock being sold, and thereafter shall cause such registration pursuant statement to this Section 2be filed and become effective; provided, however, that the Company shall include be permitted to (A) withdraw the registration statement for any reason in its sole and exclusive discretion and upon the written notice of such decision to Holder shall be relieved of all of its obligations under this Section 1 with respect to that particular registration; or (B) exclude all or any portion of the shares sought to be registered by Holder from such registration statement if the offering of the shares is an underwritten offering and to the extent that, in the judgment of the number which managing underwriter of the Company is so advised can be sold in such offering without such material adverse effect, firstoffering, the securities, if any, being sold by inclusion of such shares would be materially detrimental to the Company, and second, the Registrable Securities offering of the Stockholdersremaining shares of capital stock, on or such delay is necessary in light of market conditions. Any shares sought to be registered by Holder so excluded from a registration statement shall be excluded pro rata basis (based on the total number of shares of Registrable Securities owned capital stock being sold by each such Stockholderall selling security holders (other than the Company). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ion Laser Technology Inc), Registration Rights Agreement (Ion Laser Technology Inc)
Piggyback Registrations. If the Company at any time proposes to register any of file a registration statement with respect to its equity securities under the Securities Act Common Stock, whether for its own account or for the account of any Other Holder or Other Holders that have requested such registration (includinga "Requesting Securityholder"), but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on statement or Form S-4 or S-8 (or any successor form or (iisubstantially similar form) and other than in connection with on employee compensation plan, or securities issued pursuant to any such plan, or a registration of securities which are a combination of debt and equity)dividend reinvestment plan, then the Company shall in each case give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon filing to the written request Stockholders at least twenty (20) days before the anticipated filing date of any such holder made Registration Statement by the Company, and such notice shall offer to the Stockholders the opportunity to have any or all of the Registrable Securities held by the Stockholders included in such Registration Statement. If any Stockholder desires to have its Registrable Securities registered under this Section 4, it shall so advise the Company in writing within 15 ten (10) days after the date of receipt of any such notice (which request shall specify set forth the number amount of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereoffor which registration is requested), and the Company shall use its best commercially reasonable efforts to effect the registration under the Securities Act of include in such Registration Statement all such Registrable Securities on a pro rata basis (based on so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company that the total amount of Common Stock which the Stockholders, the Company and any other Persons intended to be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) Common Stock to be offered for the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price accounts of the securities being sold in such registration; providedStockholders and the Other Holders shall be reduced pro rata, that in based upon the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the aggregate number of securities requested to be offered for the accounts of the Stockholders and otherwise proposed all Other Holders (except the Company and the Requesting Securityholder) intended to be included in such registration exceeds offering, to the extent necessary to reduce the total number of securities to be included in such proposed public offering to the number which can be sold in recommended by such offering without materially and adversely affecting the offering price of managing underwriter or underwriters before the securities being sold offered by the Company or any Requesting Securityholder are so reduced. Anything to the contrary in such registration, then in the case of any registration pursuant to this Section 2Agreement notwithstanding, the Company shall include may withdraw or postpone a Registration Statement referred to in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to 4 at any time before it becomes effective or withdraw, postpone or terminate the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its offering after it becomes effective without any liability or obligation to effect registrations under Section 1.1any Stockholder.
Appears in 2 contracts
Sources: Registration Rights Agreement (Internet Commerce Corp), Registration Rights Agreement (Internet Commerce Corp)
Piggyback Registrations. (a) If the Company at any time proposes the Company intends to register file on its behalf or on behalf of any holder of its equity securities a Registration Statement under the Securities Act for its own account in connection with a public offering of any securities of the Company (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration statement on Form S-8 or Form S-4 or S-8 or any their successor form or (ii) a registration of securities which are a combination of debt and equityforms), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination intention (an “Intended Offering Notice”) to Vivendi and to each holder of Registrable Securities and, thereupon, other Holder (provided the Company shall not be obligated to register provide an Intended Offering Notice to any person (other than Vivendi and its Controlled Affiliates) unless Vivendi or one of its Controlled Affiliates has provided written notice to the Company that such other person qualifies as a “Holder” as provided in this Agreement) at least 10 business days prior to the date such Registration Statement is filed. Such Intended Offering Notice shall offer to include in such Registration Statement for offer to the public the number or amount of Registrable Securities in connection with as each such registration (but notified Holder may request, subject to the conditions set forth herein, and shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, howeverspecify, to the rights extent then known, the number and class of securities proposed to be registered, the ▇▇▇▇▇ Stockholders proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, and any proposed managing underwriter or underwriters of such securities. Any Holder that a registration be effected under Section 1.1; and
(c) if in connection with a registration elects to have its Registrable Securities offered and sold pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) Registration Statement shall so advise the Company in writing (with such written notice from any such Holder being a copy to each holder “Piggyback Notice”) not later than seven business days after the date on which such Holder received the Intended Offering Notice, setting forth the number of Registrable Securities requesting registration thereofthat such Holder desires to have offered and sold pursuant to such Registration Statement. Upon the request of the Company, the Electing Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section 5.2 at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such sale). If any Registration pursuant to this Section 5.2 shall relate to an underwritten offering, the right of any Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and arrangements required by this Agreement.
(b) In connection with an underwritten offering initiated by the Company for its own account, if the managing underwriter or underwriters advise the Company that in its or their good faith view the number of securities requested and otherwise proposed to be included in such registration registered exceeds the number which can be sold in Maximum Number with respect to such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2offering, the Company shall include in such Registration such Maximum Number as follows: (i) first, the securities that the Company proposes to sell, and (ii) second, the Applicable Securities requested to be included in such Registration pro rata among the Electing Holders and such other holders of securities of the Company who have requested that their securities be included in such underwritten offering and who hold contractual registration rights with respect to such securities, based on the respective amount of Applicable Securities owned by them. In connection with an underwritten offering initiated by holders of securities of the Company (other than the Holders) who have requested that their securities be included in such underwritten offering and who hold contractual registration rights with respect to such securities, if the managing underwriter or underwriters advise the Company that in its or their good faith view the number of securities proposed to be registered exceeds the Maximum Number with respect to such offering, the Company shall include in such Registration such Maximum Number as follows: (i) first, the securities that holders of securities of the Company (other than the Holders) who have requested that their securities be included in such underwritten offering and who hold contractual registration rights with respect to such securities propose to sell, (ii) second, the Applicable Securities requested to be included in such Registration pro rata among the Electing Holders, based on the respective amount of Applicable Securities owned by them and (iii) third, the securities that the Company proposes to sell.
(c) The rights of the Holders pursuant to Section 5.1 hereof and this Section 5.2 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent of expressly provided otherwise herein). Notwithstanding anything herein to the number which contrary, the Company is so advised can be sold in may abandon and/or withdraw any registration as to which rights under Section 5.2 may exist (or have been exercised) at any time and for any reason without liability hereunder. In such offering without such material adverse effect, firstevent, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on Company shall notify each Holder that has delivered a pro rata basis (based on the number of shares Piggyback Notice to participate therein. No Registration of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested effected pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected a request under this Section 2 5.2 shall be deemed to be, or shall relieve the Company from of its obligation to effect registrations effect, a Registration upon request under Section 1.15.1 hereof. The Company may enter into other registration rights agreements; provided, however, that the rights and benefits of a holder of securities of the Company with respect to registration of such securities as contained in any such other agreement shall not be inconsistent with, or adversely affect, the rights and benefits of holders of Registrable Securities as contained in this Agreement.
Appears in 2 contracts
Sources: Investor Agreement (Activision Blizzard, Inc.), Stock Purchase Agreement (Activision Blizzard, Inc.)
Piggyback Registrations. If (a) FS shall notify JL at least 15 days prior to the Company at filing of any time proposes to register any of its equity securities registration statement under the Securities Act for its own account a public offering of securities of FS (including, but not limited to, a Shelf Registration Statementregistration statements relating to secondary offerings of securities of FS, but excluding registration statements relating to employee benefit plans or corporate reorganizations or other than pursuant transactions under Rule 145 of the Securities Act) and will afford JL an opportunity to include in such registration statement all or part of the Registrable Securities held by JL; provided, that (x) no such notice shall be required, and this Section 2.2 shall not be applicable, at any time when the registration statement filed under Section 2.1 is effective. Such notice shall (i) a registration on Form S-4 or S-8 or any successor form or offer JL the opportunity to register such number of Registrable Securities as it may request and (ii) describe such securities and specify the form and manner and other relevant facts involved in such proposed registration (including, without limitation, if known, the price at which such securities are reasonably expected to be sold to the public, whether or not such registration will be in connection with an underwritten offering and, if so, the identity of the managing underwriter, whether such underwritten offering will be pursuant to a "best efforts" or "firm commitment" underwriting, and, if known, the amount of underwriting discount reasonably expected to be incurred in connection therewith). If JL desires to include in any such registration statement all or part of securities which are a combination of debt and equity), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made held by it, it shall, within 15 days after the receipt of any such the above-described notice (which request from FS, so notify FS in writing. Such notice shall specify state the number of Registrable Securities intended which JL requests to be disposed included in such registration and its intended method of disposition of the Registrable Securities. If JL decides not to include all or any part of its Registrable Securities in any registration statement filed by FS, it shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by FS, all upon the terms and conditions set forth herein. In addition, inclusion of any part of the Registrable Securities in a registration pursuant to this Section 2.2(a) shall not affect JL's rights under Section 2.1. In addition, inclusion of any part of the Registrable Securities in a registration pursuant to this Section 2.2(a) shall not affect JL's rights under Section 2.1.
(b) If the registration statement under which FS gives notice under this Section 2.2 is for an underwritten offering, JL's right to be included in a registration pursuant to this Section 2.2 shall be conditioned upon its participation in the underwriting to the extent provided herein and its entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such holder underwriting by FS. Notwithstanding any other provision of this Section 2.2, if the underwriter determines in good faith that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then FS shall so advise JL, and the intended method or methods number of disposition thereof)securities that may be included in the underwriting shall be allocated first, the Company shall use its best efforts to effect the registration under the Securities Act FS; and second, to JL and to any other stockholders of such Registrable Securities FS having comparable rights, on a pro rata basis (based on the total number of shares of Registrable Securities owned requested to be sold by each JL and such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price other stockholders. If JL disapproves of the securities being sold in such registration; provided, that in the event terms of any such determination under clause (i) or (ii)underwriting, the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required it may elect to withdraw therefrom by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities FS and the underwriter, delivered at least 10 business days prior to the effective date of the registration statement filed in connection with such registrationstatement, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, which withdrawal shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the affect JL's rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2.1 or 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 2 contracts
Sources: Registration Rights Agreement (National Patent Development Corp), Registration Rights Agreement (Five Star Products Inc)
Piggyback Registrations. (a) If the Company at any time proposes Certificate is released from escrow and delivered to register any of its equity securities under the Lender in accordance with the Escrow Agreement and the Borrower determines to proceed with the preparation and filing with the Securities Act and Exchange Commission (the “SEC”) of a registration statement (the “Registration Statement”) relating to an offering for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration the account of securities which are a combination of debt and equity), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration others under the Securities Act of such Registrable Securities on a pro rata basis 1933 (based on the number “1933 Act”) of any of its shares of Registrable Securities owned by common stock, other than on Form S-4 or Form S-8 (each such Stockholderas promulgated under the ▇▇▇▇ ▇▇▇) in accordance with such intended method or methods of disposition; provided that:
(a) (i) its then equivalents, the Company Borrower shall not include Registrable Securities in such proposed registration send to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities Lender written notice of such determination and, if within ten (10) days after receipt of such notice, the Lender shall so request in lieu writing, the Borrower will cause the registration under the 1933 Act of the notice otherwise required by Escrowed Shares and (the first sentence of this Section 2;
(b) if“Registrable Securities”), provided that if at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities any of its shares of common stock and prior to the effective date of the registration statement filed in connection with such registration, the Company Borrower shall determine for any reason not to register or to delay registration of such equity securitiesshares of common stock, the Company Borrower may, at its election, give written notice of such determination to each holder of Registrable Securities the Lender and, thereupon, (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any the Registrable Securities in connection with such registration registration, and (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(cii) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwrittena determination to delay registering, a nationally recognized investment banking firm) shall advise be permitted to delay registering the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that for the number same period as the delay in registering such other shares of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company common stock. The Borrower shall include in such registration to the extent statement all or any part of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities provided however that the Borrower shall not be required to register any Escrowed Shares that are eligible for sale pursuant to Rule 144 of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder)1933 Act. The Company shall pay all Registration Expenses Notwithstanding any other provision in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses 7, if the Borrower receives a comment from the SEC which effectively results in the Borrower having to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on reduce the number of Registrable Securities included on such Registration Statement, then the Borrower may, in its sole discretion, reduce on a pro rata basis the number of Registrable Securities to be included in such offeringRegistration Statement.
(b) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under In connection with each Registration Statement described in this Section 2 7, the Lender will furnish to the Borrower in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall relieve be necessary in order to assure compliance with federal and applicable state securities laws. The Borrower may require the Company Lender to furnish to the Borrower a certified statement as to the number of shares of common stock beneficially owned by the Lender and the name of the natural person thereof that has voting and dispositive control over the Escrowed Shares.
(c) All fees and expenses incident to the performance of or compliance with the filing of the Registration Statement shall be borne by the Borrower whether or not any Registrable Securities are sold pursuant to the Registration Statement. In no event shall the Borrower be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Lender.
(d) The Borrower shall indemnify and hold harmless the Lender, its officers, directors, agents and employees, and each person who controls the Lender (within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934) and the officers, directors, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Lender furnished in writing to the Borrower by the Lender expressly for use therein, or to the extent that such information relates to the Lender or the Lender’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Lender expressly for use in the Registration Statement, or in any amendment or supplement thereto or (ii) the use by the Lender of an outdated or defective Registration Statement after the Borrower has notified the Lender in writing that the Registration Statement is outdated or defective.
(e) The Lender shall indemnify and hold harmless the Borrower, its obligation directors, officers, agents and employees, each person who controls the Borrower (within the meaning of Section 15 of the 1933 Act and Section 20 of the Securities Exchange Act of 1934), and the directors, officers, agents or employees of such controlling persons, to effect registrations under Section 1.1the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Lender’s failure to comply with the prospectus delivery requirements of the 1933 Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Lender to the Borrower specifically for inclusion in the Registration Statement or (ii) to the extent that such untrue statements or omissions are based solely upon information regarding the Lender furnished in writing to the Borrower by the Lender expressly for use therein, or (iii) to the extent that such information relates to the Lender or the Lender’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Lender expressly for use in the Registration Statement or in any amendment or supplement thereto or (z) the use by the Lender of an outdated or defective Registration Statement after the Borrower has notified the Lender in writing that the Registration Statement is outdated or defective. In no event shall the liability of the Lender hereunder be greater in amount than the dollar amount of the net proceeds received by the Lender upon the sale of the Registrable Securities giving rise to such indemnification obligation.
(f) If a claim for indemnification hereunder is unavailable to either the Borrower or the Lender (in each case, an “Indemnified Party” or “Indemnified Parties”, as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, the Lender shall not be required to contribute amount greater than the dollar amount of the net proceeds received by the Lender upon the sale of the Registrable Securities giving rise to such contribution obligation.
Appears in 2 contracts
Sources: Loan Agreement (ALKALINE WATER Co INC), Loan Agreement (ALKALINE WATER Co INC)
Piggyback Registrations. If the Company at any time proposes to register any of its equity securities file a registration statement under the Securities Act with respect to an offering of Common Stock for its the Company’s own account (including, but not limited to, a Shelf Registration Statement, but other than except pursuant to (i) a registration registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) or for the account of any holder of Common Stock of the Company (iiother than a Holder) on a form that would permit registration of securities which are a combination of debt and equity)Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing to all holders the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date) (a “Registration Notice”), describing in reasonable detail the proposed registration (including 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 of such securities and a good faith estimate 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), and offering such Holders the opportunity to register such number of Registrable Securities regarding as each such proposed registrationHolder may request. Upon the written request of any Holder, given by such holder made within 15 days Holder to the Company no later than 10 Business Days after the receipt Company’s notice is delivered to such Holder, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of any such notice (which request shall specify the number of Holder’s Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof)Securities, the Company shall will use its best efforts to effect the registration under the Securities Act of cause such Registrable Securities on a pro rata basis (based as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of dispositionsame terms and conditions as any similar securities included therein; provided provided, however, that:
(a) (i) , notwithstanding the foregoing, the Company shall not include Registrable Securities may at any time, in such proposed registration to its sole discretion, without the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities consent of any Management Stockholder Holder, delay or abandon the proposed offering in which any proposed registration Holder had requested to participate pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i5(a)(i) or cease the filing (ii)or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall give so notify each Holder that had notified the affected holders of Registrable Securities notice of such determination Company in lieu of the notice otherwise required by the first sentence of accordance with this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 25(a)(i) of its intention to register equity securities and prior to participate in such offering and, except for the effective date obligation of the Company to pay registration statement filed in connection with such registrationexpenses pursuant to Section 6, the Company shall determine incur no liability for its failure to complete any reason not to register such equity securities, offering. There is no limitation on the Company may, at its election, give written notice number of such determination to each holder of Registrable Securities and, thereupon, shall not registrations that may be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay requested by the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration Holders pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm5(a)(i) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse obligated to effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 2 contracts
Sources: Registration Rights Agreement (Avenue NJ Entertainment, LLC), Registration Rights Agreement (Trump Entertainment Resorts, Inc.)
Piggyback Registrations. If (a) Until the date on which all Registrable Shares are no longer Registrable Shares, if the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or any successor form, (iii) an offering of securities which are in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan, (iv) any registration statement filed by the Company relating to the offering of Common Stock for its own account as a combination result of debt and equitythe exercise of the exchange rights set forth in Section 7.4 of the Partnership Agreement (as defined in the Purchase Agreement), then or (v) any registration statement filed in connection with a demand registration other than pursuant to Section 2 of this Agreement; provided, however, that the exceptions in clauses (iv) and (v) shall not apply if underwritten offerings are proposed to be made under such registration statements) and the registration form to be used may be used for the registration of Registrable Shares, the Company shall will give prompt written notice to all holders Holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) Shares of its intention to register equity securities effect such a registration (each a “Piggyback Notice”) and, subject to subparagraphs 3(b) and prior to the effective date of the registration statement filed in connection with such registration(c) below, the Company shall determine for any reason not will include in such registration all Registrable Shares with respect to register such equity securities, which the Company may, at its election, give has received written notice requests for inclusion therein within ten business days after the date of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration sending the Piggyback Notice (but shall nevertheless pay the Registration Expenses in connection therewitha “Piggyback Registration”), without prejudiceunless, however, to if the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2Piggyback Registration is an underwritten offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall underwriters advise the Company in writing (with a copy to each holder that in their opinion, the inclusion of Registrable Securities requesting Shares would materially adversely interfere with such offering, materially adversely affect the Company’s securities in the public markets, or otherwise materially adversely affect the Company. Notwithstanding the foregoing, if the Registration pursuant to Section 2 is then in effect, the Company shall have no obligation to effect the registration thereofof Registrable Shares under this Section 3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion.
(b) If a Piggyback Registration is a primary registration on behalf of the Company and, if the Piggyback Registration is an underwritten offering, and the managing underwriters advise the Company in writing that in their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the Company, the Company will include in such offering without materially and adversely affecting the offering price of registration (i) first, the securities being sold the Company proposes to sell and (ii) second, the Registrable Shares requested to be included in such Registration and any other securities requested to be included in such registration, then pro rata among the holders of Registrable Shares requesting such registration and the holders of such other securities on the basis of the number of Shares requested for inclusion in such registration by each such holder.
(c) If a Piggyback Registration is a secondary registration on behalf of holders of the case Company’s securities other than the Holders of any Registrable Shares, and, if the Piggyback Registration is an underwritten offering, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested to be included in such registration pursuant exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to this Section 2the Holders initially requesting such registration, the Company shall will include in such registration the securities requested to be included therein by the extent holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of securities requesting such registration on the basis of the number which the Company is so advised can be sold of Shares requested for inclusion in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned registration by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1holder.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ashford Hospitality Trust Inc), Registration Rights Agreement (Ashford Hospitality Trust Inc)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other holder of Common Stock under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registration. Upon Securities, at least five (5) Business Days prior to the written request filing of any such holder made within 15 days after registration statement under the receipt of any such notice Securities Act (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its best commercially reasonable efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods of disposition; provided that:
(a) (i) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Each Holder agrees to treat as confidential the receipt of the piggyback registration notice and shall not include Registrable Securities disclose or use the information contained in such proposed registration notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the extent that public generally, other than as a result of disclosure by the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder Holder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price breach of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence terms of this Section 2;Agreement.
(b) Other than in connection with a Demand Registration, if, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of any Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing (with a copy prior to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price execution of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (MN8 Energy, Inc.), Registration Rights Agreement (MN8 Energy, Inc.)
Piggyback Registrations. (a) If the Company at any time proposes during the Effectiveness Period, the Company shall determine to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registrations on such form or similar form(s) solely for registration on Form S-4 of securities in connection with an employee benefit plan or S-8 or any successor form dividend reinvestment plan or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equitystatement on Form S-1 or Form S-3 or an equivalent general registration form then in effect (but excluding any registration statement on Form S-4 or Form S-8), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each Holder of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company Company, subject to Sections 2.2(b), 2.3 and 2.6, shall use its best commercially reasonable efforts to effect the registration under the Securities Act of cause all such Registrable Securities on a pro rata basis (based on to be included in the number registration statement with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of shares distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods of disposition; provided that:
(a) (i) shall relieve the Company shall not include Registrable Securities in such proposed registration of its obligations to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this effect Demand Registrations under Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;2.1.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention determination to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to each holder Holder of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1 and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 2, 2.2 by giving written notice to the managing underwriter Company of its request to withdraw. Such request must be made in writing prior to the earlier of (i) the use by the Company or any underwriters of any preliminary prospectus or preliminary prospectus supplement that is part of such registration statement, (orii) the execution of the underwriting agreement with respect to such registration or (iii) the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 2 contracts
Sources: Registration Rights Agreement (CareView Communications Inc), Registration Rights Agreement (CareView Communications Inc)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equitySpecial Registration Statement), then the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities, at least ten (10) Business Days prior to the filing of any registration statement under the Securities regarding such proposed registration. Act or earlier as required pursuant to Section 2.1 or otherwise.
(b) Upon the written request of any such holder Holder desiring to have Registrable Securities registered under this Section 2.2 (a “Piggyback Request”), made within 15 ten (10) days after following the receipt of any such written notice from the Company pursuant to Section 2.3(a) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(e), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto (based the “Piggyback Registration”).
(c) There is no limitation on the number of shares Piggyback Requests that may be made by Holders pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each effected under this Section 2.2(c) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Shareholder wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the Block Trade on the day such Stockholder) in accordance offering is to commence and the Company shall notify the other Investor Shareholders, and the other Investor Shareholders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such intended method Investor Shareholders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) Business Days after the date it commences), provided that in the case of such Block Trade, only Investor Shareholder shall have a right to notice and to participate, and provided, further, that the Investor Shareholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of Offering Documents related to the Block Trade. For the avoidance of doubt, the Other Stockholders shall not be entitled to receive notice of, or methods of disposition; provided that:to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade.
(ad) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, such inclusion shall not include Registrable Securities in such proposed registration be permitted only to the extent that it is pursuant to, and subject to, the Board terms of the underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall have determinedbe entitled to receive notice of, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant or to this Section 2 elect to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwrittenparticipate in, a nationally recognized investment banker) shall determine Block Trade or any Shelf Registration Statement and prospectus to be used in good faith that the participation of connection with such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;Block Trade.
(be) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cf) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing (with a copy prior to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price earlier of the securities being sold in execution of the underwriting agreement or the execution of the custody agreement with respect to such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis .
(based on the number of shares of Registrable Securities owned by each such Stockholder). g) The Company shall pay use commercially reasonable efforts to maintain the effectiveness of the registration statement relating to any Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1statement have actually been sold.
Appears in 2 contracts
Sources: Registration Rights Agreement (Ceridian HCM Holding Inc.), Registration Rights Agreement (Ceridian HCM Holding Inc.)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to all holders do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities regarding Act. Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such proposed registrationnotice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such holder Holder, made within 15 five (5) days after following the receipt of any such notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods shall relieve the Company of disposition; provided that:its obligations to effect Demand Registrations under Section 2.1 hereof.
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement filed pursuant to Section 2.1, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company shall not include Registrable Securities as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including an Underwritten Block Trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determinedterms of the underwriting agreement or arrangements, after consultation with if any, entered into by the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability Initiating Holders or the offering price of the securities being sold Majority Participating Holders in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;underwritten offering.
(bc) ifOther than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (x) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (y) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the managing underwriter earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration or as otherwise required by the underwriters.
(ore) Notwithstanding Section 2.2(a), if the SPC Investors wish to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the case of an offering that is not underwrittenforegoing time periods, a nationally recognized investment banking firm) shall advise such SPC Investors only need to notify the Company in writing of the Underwritten Block Trade two (with a copy 2) Business Days prior to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in day such offering without materially is to commence and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include notify the Significant Minority Investors on the same day and such Significant Minority Investors must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as two (2) Business Days after the date it commences); provided, however, that the SPC Investors requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event a SPC Investor requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any other Holder who does not constitute a Significant Minority Investor shall have no right to notice of or to participate in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Underwritten Block Trade at any time.
Appears in 2 contracts
Sources: Registration Rights Agreement (International Money Express, Inc.), Merger Agreement (Fintech Acquisition Corp. II)
Piggyback Registrations. If the Company (a) If, at any time (including an Initial Public Offering), the Company proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) similar forms thereto and other than pursuant to a registration of securities which are a combination of debt and equityunder Section 9.1), then whether or not for sale for its own account, on a form and in a manner that would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act, it will give prompt written notice to Safeway and all the Stockholders who are holders of Registrable Securities regarding promptly of its intention to do so, describing such securities and specifying the form and manner of such proposed registrationregistration (including, without limitation whether or not such registration will be in connection with an underwritten offering of Registrable Securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting) if such disclosure is acceptable to the managing underwriter. Upon Subject to Section 9.3(h), upon the written request of any such holder made of Registrable Securities (collectively, the “Requesting Holders”) delivered to the Company within 15 ten (10) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofholder), the Company shall will use its best commercially reasonable efforts to effect the registration under the Securities Act of such all of the Registrable Securities on a pro rata basis (based on that the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of dispositionCompany has been so requested to register; provided provided, however, that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) ifIf, at any time after giving such written notice (pursuant to this Section 2) of its intention to register equity any securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, the Requesting Holders and thereupon the Company shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders Safeway to request that a registration subsequently be effected under Section 1.1; and9.1 hereof.
(ii) If such registration involves an Underwritten Offering, all Requesting Holders must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, Safeway or the selling Stockholders participating therein. No registration effected under this Section 9.2 shall relieve the Company of its obligation to effect registration upon Safeway’s request under Section 9.1.
(b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 9.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans.
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 29.2 shall be paid by the Company.
(d) If a registration pursuant to this Section 9.2 involves an Underwritten Offering and the managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, then the Company will promptly so notify each Requesting Holder and the Registrable Securities of each such holder shall be excluded pro rata (until such limitation has been met) based on the respective number of shares of Registrable Securities as to which registration has been requested by all such holders; provided provided, however, that each seller if the managing underwriter requests that the Requesting Holders, other than Safeway, be excluded first, the Stockholders agree to comply with such request.
(e) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall pay (a) all Registration Expenses have requested registration pursuant to this 9.2, the Company shall have the right to select the managing underwriter with respect to the extent offering.
(f) For purposes of Sections 9.1 and 9.2, “Registration Expenses” means any and all out-of-pocket expenses incident to the Company’s performance or compliance with Section 9 hereof, including, without limitation, all Commission, stock exchange or registration and filing fees, all fees and expenses of complying with securities and blue sky laws (including reasonable fees and disbursements of underwriters’ counsel in connection with blue sky qualification and stock exchange filings), all fees and expenses of the transfer agent and registrar, if any, for the Registrable Securities, all printing expenses, the fees and disbursements of counsel for the Company and of its independent auditors, public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to be paid such performance and compliance, and the reasonable fees and disbursements of one counsel retained by such seller under applicable law each of the Requesting Holders and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all Safeway, as applicable, but excluding underwriting discounts and commissions and applicable transfer and documentary stamp taxes, if any. No registration effected under this Section 2 , which shall relieve be borne by the Company from its obligation to effect registrations under Section 1.1seller of the securities in all cases.
Appears in 2 contracts
Sources: Stockholders' Agreement (Blackhawk Network Holdings, Inc), Stockholders Agreement (Blackhawk Network Holdings, Inc)
Piggyback Registrations. If (a) Subject to the terms and conditions hereof, whenever the Company at any time (i) proposes to register any Equity Securities of its equity securities the Company under the Securities Act (other than a registration by the Company (x) on a registration statement on Form F-4 or S-4, as applicable, (y) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor forms thereto), or (z) pursuant to Section 4.1) or (ii) proposes to effect an Underwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether for its own account (includingor for the account of others, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity), then the Company shall give the Shareholders prompt written notice thereof (but not less than [***] Business Days prior to all holders the filing by the Company with the Commission of Registrable any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number and type of Equity Securities regarding of the Company proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed registrationmeans of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of any Person that on the date of such holder made Piggyback Notice is a Shareholder, given within 15 days after (A) [***] Business Days, in the receipt case of any Block Trade Offering, or (B) [***] Business Days, in the case of any other offering, after such notice Piggyback Notice is received by such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then intended to be disposed of by such holder and the intended method or methods of disposition thereofPiggyback Seller), the Company Company, subject to the terms and conditions of this Agreement, shall use its best commercially reasonable efforts to effect the registration under the Securities Act of cause all such Registrable Securities on a pro rata basis (based held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the number same terms and conditions as the Equity Securities of shares of Registrable Securities owned by each the Company being sold in such Stockholder) in accordance with such intended method or methods of disposition; provided that:Piggyback Registration.
(ab) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the BoardIf, in consultation connection with the a Piggyback Registration, any managing underwriter (or, in the case of an offering that if such Piggyback Registration is not underwrittenan Underwritten Offering, a nationally recognized investment bankerbank selected by Shareholders holding a majority of the Registrable Securities included in such Piggyback Registration, reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) shall determine advises the Company in good faith that writing that, in its opinion, the inclusion of all the Equity Securities of the Company sought to be included in such Piggyback Registration by (i) the Company, (ii) others who have sought to have Equity Securities of the Company registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of Equity Securities of the Company (such Management Stockholder Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the marketability or the offering price of the Equity Securities of the Company sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such Equity Securities of the Company as the Company is so advised by such underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of Equity Securities of the Company to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers and securities being sought to be registered by Other Demanding Sellers (if any), pro rata on the basis of the number of Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) held by such Piggyback Sellers and Other Demanding Sellers and (C) third, other Equity Securities of the Company held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of Equity Securities of the Company sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of Ordinary Shares (including Ordinary Shares underlying American Depositary Shares) held by all such Other Demanding Sellers and Piggyback Sellers and (B) second, other Equity Securities of the Company held by any Other Proposed Sellers or to be sold by the Company as determined by the Company and with such priorities among them as may from time to time be determined or agreed to by the Company.
(c) In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include a holder’s Registrable Securities in the Underwritten Offering unless such registrationholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;applicable underwriting agreement includes only customary terms and conditions.
(bd) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities any of its Equity Securities of the Company as set forth in this Section 4.2 and prior to the effective date of time the registration statement filed in connection with such registrationPiggyback Registration is declared effective, the Company shall determine for any reason not to register such equity securitiesEquity Securities of the Company, the Company may, at its election, give written notice of such determination to each holder Shareholder and thereupon shall be relieved of Registrable Securities and, thereupon, shall not be obligated its obligation to register any Registrable Securities in connection with such registration particular withdrawn or abandoned Piggyback Registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewiththerewith as provided herein); provided, without prejudice, however, that Shareholders may continue the registration as a Demand Registration pursuant to the rights terms of the ▇▇▇▇▇ Stockholders that Section 4.1 or a registration be effected under Section 1.1; and
(c) if in connection with a registration Shelf Underwritten Offering pursuant to this the terms of Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.14.3.
Appears in 2 contracts
Sources: Shareholders’ Rights Agreement (Fortress Investment Group LLC), Shareholders’ Rights Agreement (Fortress Investment Group LLC)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registrations on such form or similar form(s) solely for registration on Form S-4 of securities in connection with an employee benefit plan or S-8 dividend reinvestment plan or any successor form an acquisition, merger or consolidation or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equitystatement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its best commercially reasonable efforts to effect cause all such Registrable Securities, the holders of which have so requested the registration under thereof, to be included in the Securities Act registration statement with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on a pro rata basis (based on the number of shares to be so registered. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods of disposition; provided that:
(a) (i) shall relieve the Company shall not include Registrable Securities in such proposed registration of its obligations to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this effect Demand Registrations under Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;2.1 hereof.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (orii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 2 contracts
Sources: Registration Rights Agreement (First Solar, Inc.), Registration Rights Agreement (First Solar, Inc.)
Piggyback Registrations. (a) If the Company at any time proposes or is required to register any of its equity securities Common Stock for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to all holders do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities regarding Act. Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such proposed registrationnotice have five (5) days to determine whether to participate in an offering pursuant to such registration statement. Upon the written request of any such holder Holder, made within 15 five (5) days after following the receipt of any such notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.02(c), 2.03 and 2.06 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.02(a) in accordance with such intended method or methods of disposition; provided that:
(a) (i) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.01 hereof. For the avoidance of doubt, this Section 2.02 shall not include Registrable Securities in such proposed registration apply to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;Underwritten Block Trade.
(b) ifOther than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Company shall determine for any reason not to register or to delay registration of such equity securitiesCommon Stock, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (x) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.01, and (y) in the case of a determination to delay such registration of its Common Stock, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other Common Stock.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.02 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the managing underwriter earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and or as otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold required by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1underwriters.
Appears in 2 contracts
Sources: Registration Rights Agreement (Archimedes Tech SPAC Partners II Co.), Registration Rights Agreement (Archimedes Tech SPAC Partners II Co.)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to all holders do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities regarding such proposed registrationAct. Upon the written request of any such holder Holder, made within 15 five (5) days after following the receipt of any such notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods shall relieve the Company of disposition; provided that:its obligations to effect Demand Registrations under Section 2.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade.
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement filed pursuant to Section 2.1, (i) authorized but unissued shares of Class A Common Stock or shares of Class A Common Stock held by the Company shall not include Registrable Securities as treasury shares and (ii) any other shares of Class A Common Stock which are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including an Underwritten Block Trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determinedterms of the underwriting agreement or arrangements, after consultation with if any, entered into by the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability Initiating Holders or the offering price of the securities being sold Majority Participating Holders in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;underwritten offering.
(bc) ifOther than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, if the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (x) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (y) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the managing underwriter earlier of the execution by such Holder of the underwriting agreement or the execution by such Holder of the custody agreement with respect to such registration or as otherwise required by the underwriters.
(ore) Notwithstanding Section 2.2(a), if either the LLR Investors or the Founder Investor(s) (the “Block Trade Initiating Holder”) wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the case of an offering that is not underwrittenforegoing time periods, a nationally recognized investment banking firmsuch LLR Investors or Founder Investor(s) shall advise only need to notify the Company in writing of the Underwritten Block Trade two (with a copy 2) Business Days prior to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in day such offering without materially is to commence and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include notify the LLR Investors or the Founder Investor(s) (whichever is not the Block Trade Initiating Holder, the “Non-Initiating Holder”) and any Minority Investor that owns 1% or more of the then-outstanding Class A Common Stock (each, a “Significant Minority Investor”) on the same day and the Non-Initiating Holder and such Significant Minority Investors must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as two (2) Business Days after the date it commences); provided, however, that the Block Trade Initiating Holder shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event a Block Trade Initiating Holder requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any other Holder who does not constitute a Non-Initiating Holder or a Significant Minority Investor shall have no right to notice of or to participate in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Underwritten Block Trade at any time.
Appears in 2 contracts
Sources: Registration Rights Agreement (CompoSecure, Inc.), Merger Agreement (Roman DBDR Tech Acquisition Corp.)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registrations on such form or similar form(s) solely for registration on Form S-4 of securities in connection with an employee benefit plan or S-8 or any successor form dividend reinvestment plan or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equity)statement on Form F‑1 or Form F‑3 or an equivalent general registration form then in effect, then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each Holder of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 days after 5 Business Days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company Company, subject to Sections 2.2(b), 2.3 and 2.6, shall use its best commercially reasonable efforts to effect the registration under the Securities Act of cause all such Registrable Securities on a pro rata basis (based on to be included in the number registration statement with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of shares distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods of disposition; provided that:
(a) (i) shall relieve the Company shall not include Registrable Securities in such proposed registration of its obligations to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this effect Demand Registrations under Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;2.1.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to each holder Holder of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1 and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, the managing underwriter of after making such registration (orwithdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 2 contracts
Sources: Registration Rights Agreement (Verdant Earth Technologies LTD), Registration Rights Agreement (Verdant Earth Technologies LTD)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice (the “Piggyback Notice”) of its intention to all holders do so (1) to the Sponsor Investors and Management Investors promptly after deciding to undertake such registration (and in no event more than five (5) Business Days thereafter), (2) to each of the other Holders of Registrable Securities regarding (other than individuals), at least five (5) Business Days prior to the filing of any registration statement under the Securities Act and (3) to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such proposed registrationregistration statement). Notwithstanding the foregoing, the Company may delay any Piggyback Notice to any Holders of Registrable Securities, including until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such holder Holder, made within 15 five (5) days after following the receipt of any such notice Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (the “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (the “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Company Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Sponsor Investors (in each case, if such StockholderSponsor Investor is then a Holder of Registrable Securities) of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and such Sponsor Investor must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Company Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Sponsor Investor wishes to engage in accordance with an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such intended method Underwritten Block Trade. In the event the Company or methods a Sponsor Investor requests a Company Underwritten Block Trade or an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, no Management Investor, and no other Investor that is not an Initial Investor or a Permitted Affiliate Transferee of disposition; provided that:an Initial Investor, shall have any right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade at any time.
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by (i) the Company shall not include Registrable Securities in such proposed registration AEA Investors, to the extent that no other participating Holder is selling a greater number of Registrable Securities than the Board shall have determined, after consultation with the managing underwriter for AEA Investors in such underwritten offering, that their inclusion would materially and adversely affect the offering price and or, otherwise, (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold Majority Participating Holders in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;underwritten offering.
(bc) Other than in connection with a Demand Registration, if, at any time after giving written notice a Piggyback Notice (pursuant to this Section 2or a Company Shelf Notice) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registrationregistration (or the sale pursuant to a Company Shelf Underwriting), the Company shall determine for any reason not to register (or sell) or to delay registration (or sale) of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register (or sell), shall not be obligated relieved of its obligation to register (or sell) any Registrable Securities in connection with such abandoned registration (but shall nevertheless pay the Registration Expenses in connection therewithor abandoned sale), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration (or sale) of its equity securities, shall be permitted to delay the registration (or sale) of such Registrable Securities for the same period as the delay in registering (or selling) such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement or offering pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or offering or as otherwise required by the underwriters.
(e) Notwithstanding anything contained herein to the contrary, the managing underwriter Company shall, at the request of such registration any Holder (orincluding to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in the case of an offering that is not underwritteninitial registration statement any disclosure or language, a nationally recognized investment banking firmor include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to effect such Partner Distribution).
(f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Sections 2.1(a)(i) or 2.2(a) shall advise not apply to any Holder in connection with an IPO without the Company prior written consent of the AEA Investors; provided, however, that if the AEA Investors participate in writing (with a copy to such IPO, each holder Holder of Registrable Securities requesting registration thereof) that the number is an Initial Investor (other than an AEA Investor), or a Permitted Affiliate Transferee of securities requested and otherwise proposed such Initial Investor, shall be entitled to be included participate in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, IPO on a pro rata basis (based on in accordance with the number provisions of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses 2.2, subject to the extent required to be paid by such seller under applicable law Sections 2.3 and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.12.6 hereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Traeger, Inc.), Registration Rights Agreement (TGPX Holdings I LLC)
Piggyback Registrations. (a) If the Company at any time after the date hereof proposes to register any of its equity securities Common Stock under the Securities Act (other than a registration statement on Forms S-8 or S-4 or any similar or successor form or any other registration statement relating to an exchange offer or an offering of securities solely to the Company's employees or security holders), whether or not for sale for its own account (includingaccount, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration statement on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity)it is permissible to register Registrable Securities for sale to the public under the Securities Act, then the Company shall it will each such time give prompt written notice to all holders Stockholders of Registrable Securities regarding its intention to do so at least 30 days prior to the date of filing the proposed registration statement and of such proposed registrationStockholder's rights hereunder. Upon the written request of any such holder a Stockholder made within 15 25 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofStockholder), the Company shall will use its reasonable best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) which the Company shall not include Registrable Securities in such proposed has been so requested to register. If a registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such requested involves an underwritten public offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management a Participating Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Boardmay elect, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and writing 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities securities in connection with such registration registration. The Company may terminate its efforts to register such securities, including the Registrable Securities, at any time without liability to any Participating Stockholder.
(but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that b) If a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, involves an underwritten offering and the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that that, in its opinion, the number amount of securities requested and otherwise proposed to be included in such registration by all selling holders exceeds the number amount which can be sold in such offering, so as to be likely to have an adverse effect on such offering without materially and adversely affecting as contemplated by the offering Company (including the price of at which the securities being sold in Company proposes to sell such registrationsecurities), then in the case of any registration pursuant to this Section 2, the Company shall will include in such registration (i) first, 100% of either (A) the Common Stock the Company proposes to sell on a primary basis or (B) the Common Stock a holder proposes to sell upon exercise of "demand" registration rights pursuant to Section 2, (ii) second, to the extent of the number which amount of Registrable Securities requested to be included in such registration which, in the Company is so advised opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the amount of Registrable Securities which the holders have requested to be included in such offering without registration, such material adverse effect, first, amount to be allocated pro rata among holders exercising "piggyback" registration rights on the securities, if any, being sold by the Company, and second, the Registrable Securities basis of the Stockholders, on a pro rata basis (based on the relative number of shares of Registrable Securities owned securities then held by each such Stockholderholder (provided, that any securities thereby allocated to any such holder that exceed such holder's request will be reallocated among the remaining requesting holders in like manner). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 2 contracts
Sources: Registration Rights Agreement (Andlinger Capital Xiii LLC), Securities Purchase Agreement (Andlinger Capital Xiii LLC)
Piggyback Registrations. If (i) Each time that the Company at proposes for any time proposes reason to register any of its equity securities Common Stock under the Securities 1933 Act for its own account (includinga “Proposed Registration”), but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration statement on Form S-4 or Form S-8 (or similar or successor forms), the Company shall promptly give written notice (the “Piggyback Notice”) of such Proposed Registration to each of the Investors (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s registration statement) and shall offer the Investors the right to include any successor form or of their Registrable Securities in the Proposed Registration. No registration pursuant to this Section 2(g) shall relieve the Company of its obligations to register Registrable Securities pursuant to the foregoing provisions of this Section 2.
(ii) a registration Each Investor shall have twenty (20) days from the date of securities which are a combination receipt of debt and equity), then the Piggyback Notice to deliver to the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the a written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify specifying the number of Registrable Securities intended such Investor intends to be disposed of by sell and such holder and the Investor’s intended method or methods of disposition thereof), disposition. Any Investor shall have the Company shall use its best efforts right to effect the registration under the Securities Act withdraw such Investor’s request for inclusion of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Investor’s Registrable Securities in such proposed any registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration statement pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker2(g) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination withdrawal. Subject to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c2(g)(iii) if in connection with a registration pursuant to this and Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm2(h) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2below, the Company shall include in such registration statement all such Registrable Securities so requested to be included therein.
(iii) If the extent managing underwriter or underwriters of any Proposed Registration involving Registrable Securities advises the Company that the total number of Registrable Securities that the Investors and any other Persons intend to include in the offering exceeds the number which the Company is so advised that can be sold in such offering without such being likely to have a material adverse effecteffect on the price, first, the securities, if any, being sold by the Company, and second, the Registrable Securities timing or distribution of the StockholdersCommon Stock offered or the market for the Common Stock, on a pro rata basis (based on then the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required Common Stock to be paid by included in such seller under applicable law and (b) its pro rata share (based on underwritten offering shall include the number of Registrable Securities included that such managing underwriter or underwriters advises the Company in writing can be sold without having such adverse effect, with such number to be allocated (A) first, to the Company, (B) second, pro rata among the Investors who have requested participation in such underwritten offering and (iii) third, any other holder of Common Stock of the Company. The pro rata allocations for each Investor who has requested participation in such underwritten offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Investors in such underwritten offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Investor by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Investors participating in the underwritten offering. All participating Investors shall have the opportunity to share pro rata that portion of such priority allocable to any Investor(s) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1not so participating.
Appears in 2 contracts
Sources: Registration Rights Agreement (Merge Healthcare Inc), Registration Rights Agreement (Merge Healthcare Inc)
Piggyback Registrations. (a) If the Company at any time the Company proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 S- 8 or any successor forms thereto) for the account of another Person or, at any time following the effectuation of an initial public offering by the Company of the Common Stock, for its own account, on a form or (ii) and in a manner that would permit registration of securities which are a combination of debt and equity)Registrable Securities for sale to the public under the Securities Act, then the Company shall it will give prompt written notice to all the holders of Registrable Securities regarding promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, including, without limitation, (x) the intended method of disposition of the securities offered, including whether or not such registration will be effected through an underwriter in an Underwritten Offering or on a "best efforts" basis, and, in any case, the identity of the managing underwriter, if any, and (y) the price at which the Registrable Securities are reasonably expected to be sold. Upon the written request of any such holder made of Registrable Securities delivered to the Company within 15 30 calendar days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofholder), the Company shall use its best efforts to will effect the registration under the Securities Act of such all the Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) that the Company shall not include Registrable Securities in such proposed registration has been so requested to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registrationregister; provided, that in the event of any such determination under clause however, that: -------- -------
(i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving such written notice (pursuant to this Section 2) of its intention to register equity any securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, who shall not have made a request for registration as hereinabove provided and thereupon the Company shall be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(cii) if such registration involves an Underwritten Offering, all holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company.
(b) The Company shall not be obligated to effect any registration of Registrable Securities under this Section 5.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans.
(c) If a registration pursuant to this Section 2, 5.2 involves an Underwritten Offering and the managing underwriter of such registration (oradvises the issuer that, in the case of an offering that is not underwrittenits opinion, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds should be limited due to market conditions, the number which can Company will so advise each holder of Registrable Securities that has requested registration pursuant to Section 5.2(a) hereof, and shares shall be sold in excluded from such offering without materially pro rata, based on the respective number of Registrable Securities as --- ---- to which registration has been so requested by such Shareholders, until all such Registrable Securities shall have been so excluded; and adversely affecting the offering price of thereafter, the securities being sold in such registration, then in requested to be registered by the case Company shall be excluded.
(d) In connection with any Underwritten Offering with respect to which holders of any Registrable Securities shall have requested registration pursuant to this Section 25.2, the Company shall include in such registration have the right to select the managing underwriter with respect to the extent of the number which the Company is so advised can offering; provided that such managing -------- underwriter shall be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis nationally recognized investment banking firm.
(based on the number of shares of Registrable Securities owned by each such Stockholder). e) The Company shall will pay all Registration Expenses incurred in connection with each registration of the registrations of Registrable Securities requested effected by it pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.15.2.
Appears in 2 contracts
Sources: Stockholders' Agreement (MRS Fields Brand Inc), Stockholders' Agreement (MRS Fields Holding Co Inc)
Piggyback Registrations. If the Company (x) at any time after the occurrence of an IPO or (y) in an IPO if FPC and/or its Affiliates are permitted to register any of their Registrable Securities, the Company proposes to register for sale by the Company under the Securities Act any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 Form S-8, or any successor form or (ii) similar forms), or any shares pursuant to a Demand Registration under Section 3.1.2, in a manner that would permit registration of securities which are a combination of debt Registrable Securities for sale to the public under the Securities Act and equity)in an underwritten offering, then the Company shall will each such time promptly give prompt written notice to all holders of Shareholders who beneficially own any Registrable Securities regarding of its intention to do so, of the registration form of the SEC that has been selected by the Company and of such holders' rights under this Section 3.1 (the "PIGGYBACK NOTICE"). The Company will use its reasonable best efforts to include, and to cause the underwriter or underwriters to include, in the proposed registration. Upon offering, on the written request same terms and conditions as the securities of any the Company included in such holder made offering, all Registrable Securities that the Company has been requested in writing, within 15 fifteen (15) calendar days after the receipt of any such notice Piggyback Notice is given, to register by the Shareholders thereof (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten3.1.1, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration"PIGGYBACK REGISTRATION"); provided, however, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities a Piggyback Notice 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 equity securitiessecurities (or, in the case of a Demand Registration where the Initiating Holder (as defined below), so determines), the Company may, at its electionelection (or, in the case of a Demand Registration, where the Initiating Holder so determines, the Company shall), give written notice of such determination to each holder of all Shareholders who beneficially own any Registrable Securities and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in case of a determination by the Company to delay registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration its equity securities (or, in the case of an offering a Demand Registration, if the Initiating Holder so determines), the Company shall be permitted to (or, in the case of a Demand Registration where the Initiating Holder, so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that is not underwritten, a nationally recognized investment banking firmclauses (i) and (ii) shall advise not relieve the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in its obligations under Section 3.1.2). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 23.1.1, all Shareholders proposing to distribute their securities pursuant to this Section 3.1.1 shall, at the request of the Company (or, in the case of a Demand Registration, at the request of the Initiating Holder), enter into an agreement in customary form with the underwriter or underwriters. Notwithstanding the foregoing, following an IPO, the Company shall include in such registration not be obligated to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each effect registration of Registrable Securities for which Piggyback Registration is requested pursuant to this Section 2; provided that each seller by an Other Shareholder if, at the time of such request, all such Registrable Securities shall pay (a) all Registration Expenses are eligible for sale to the extent required to be paid public by the requesting Other Shareholder without registration under Rule 144 under the Securities Act, with such seller under applicable law and (b) its pro rata share (based on sale not being limited by either the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1timing or volume restrictions thereunder.
Appears in 1 contract
Piggyback Registrations. If 4.1 For a period of three years from the date of this Agreement, whenever the Company at any time proposes to register any of its equity securities under the Securities 1933 Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) by a registration on Form S-4 5-4 or S-8 S-8, or any successor or similar forms) and the registration form or (ii) a to be used may be used for the registration of securities which are Registerable Securities (a combination of debt and equity"Piggyback Registration"), then the Company shall give prompt written notice to the Shareholder of its intention to effect such a registration and shall include in such registration all holders of Registrable Registerable Securities regarding such proposed registration. Upon with respect to which the Company has received written request of any such holder made requests for inclusion therein within 15 10 days after the receipt of any such notice the Company's notice.
4.2 The registration expenses (which request exclusive of legal counsel) of the Shareholder shall specify be paid by the number Company in all Piggyback Registrations.
4.3 If a Piggyback Registration is an underwritten primary registration on behalf of Registrable Securities intended to be disposed of by such holder the Company, and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall underwriters advise the Company that in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that their opinion the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without materially and adversely affecting the offering price marketability of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell and (ii) second, the extent Registerable Securities requested to be included in such registration.
4.4 If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which the Company is so advised can be sold in an orderly manner in such offering without within a price range acceptable to the holders initially requesting such material adverse effectregistration, the Company shall include in such registration (i) first, the securities, if any, being sold securities requested to be included therein by the Company, holders requesting such registration and (ii) second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Registerable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1registration.
Appears in 1 contract
Sources: Registration Rights Agreement (International Menu Solutions Corp)
Piggyback Registrations. If (a) Subject to Section 3.03 of the Employment Agreement, if, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration on Form S-4 merger or S-8 or any successor form consolidation or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equitystatement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders of Registrable Securities regarding such proposed registrationdo so to the Stockholders. Upon the written request of any such holder the Stockholders, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities Eligible Shares intended to be disposed of by such holder the Stockholders and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its best efforts to effect cause all such Eligible Shares, the holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by such holders (in accordance with the intended method of such Registrable Securities on a pro rata basis (based distribution thereof) of Eligible Shares to be so registered. There is no limitation on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) relieve the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant its obligations to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;effect Demand Registrations.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder the Stockholders and (i) in the case of Registrable Securities and, thereupona determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities Eligible Shares in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Eligible Shares requested by the Stockholders to be included therein for the same period as the delay in registering such other equity securities.
(c) if The Stockholders shall have the right to withdraw their request for inclusion of their Eligible Shares in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of their request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, the managing underwriter of such registration (or, Stockholder shall no longer have any right to include Eligible Shares in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 1 contract
Piggyback Registrations. (a) If the Company at any time the Company proposes to register any of its equity securities (i) 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 holders of any class of common equity securities (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (iA) a registration statement on Form S-4 or S-8 (or any successor substitute form that may be adopted by the SEC), (B) a registration statement filed in connection with a Demand Registration or a Shelf Registration or (C) a registration statement filed in connection with an offering of securities solely to the Company’s existing securityholders) or (ii) effect an offering of stock pursuant to an effective shelf registration statement (it being understood that prior to the filing of a shelf registration for primary issuances by the Company, the Company shall offer to the Investor the option to include or, in the case of securities which are a combination shelf registration statement in existence at the Initial Closing, the Company shall offer to the Investor the option to cause the Company to amend such shelf registration statement to include, Registrable Securities of debt and equity)the Investor in such shelf registration statement and, if the Investor refuses such option, then its rights to piggyback on an offering to be registered under the Company’s shelf registration statement shall only be available if there is an effective Shelf Registration Statement under Section 2.03 hereof) then the Company shall give prompt written notice of such proposed filing or offering to all holders the Holders as soon as practicable (but in no event less than 20 days before the anticipated filing date or commencement of such offering), and such notice shall offer such Holders the opportunity to include in such registration or offering such number of shares of Registrable Securities regarding as each such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (Holder may request, which request shall specify the number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition thereofdistribution thereof (or, if the offering is a proposed Underwritten Offering, that such Holder elects to have the number of Registrable Securities so specified included in such Underwritten Offering) (a “Piggyback Registration”). In any Piggyback Registration proposed to be effected as an Offering, the Registrable Securities requested by the Holders thereof (the “Piggyback Holders”) to be included in such Underwritten Offering shall be included on the same terms and conditions as any similar securities of the Company shall use its best efforts or any other securityholder included therein and to effect permit the registration under the Securities Act sale or other disposition of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such the intended method or methods of disposition; provided that:
(a) (i) distribution thereof. No registration effected under this Section 2.02 and no failure to effect a registration under this Section 2.02(a), shall relieve the Company of its obligations pursuant to Section 2.01, and no failure to effect a registration under this Section 2.02(a) and complete the sale of shares in connection therewith shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) relieve the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to other obligation under this Section 2 to the extent that the BoardAgreement (including, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii)without limitation, the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Company’s obligations under Section 2;3.02 and 4.01).
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and prior to the effective date of Unless the registration statement is being filed pursuant to a Demand Registration (in connection with such registration, which case the Company priority of piggyback rights shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities as provided in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewithSection 2.01(e) above), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall or underwriters advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that in its or their reasonable opinion the number of equity securities requested and otherwise of the Company proposed to be included in such registration exceeds the number which can be sold in such registration (including Registrable Securities to be included pursuant to subsection (a) above) will adversely affect the success of such offering (including, without materially and adversely affecting limitation, an impact on the offering selling price or the number of equity securities of the securities being sold in such registration, then in the case of Company that any registration pursuant to this Section 2participant may sell), the Company shall include in such registration to the extent number of equity securities of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securitiesCompany, if any, being which in the opinion of such underwriter or underwriters can be sold by without having an adverse effect on the Companyoffering and in accordance with the following priority: (i) first, the securities the Company proposes to sell for its own account, and (ii) second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities that each Holder or other Person having similar rights shall have requested to be included therein.
(c) The Piggyback Holders may withdraw all or any part of the Registrable Securities from a Piggyback Registration at any time (before but not after the effective date of such registration statement), by delivering written notice of such withdrawal request to the Company, unless such Piggyback Registration is underwritten, in such offering) which case Registrable Securities may not be withdrawn after the effective date of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Registration Statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Lexicon Pharmaceuticals, Inc./De)
Piggyback Registrations. If Each time the Company at Corporation elects to proceed with the preparation and filing of a Prospectus under any time proposes to register Securities Laws in connection with a proposed Distribution of any of its equity securities under securities, whether by the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 Corporation or any successor form or (ii) a registration of securities which are a combination of debt and equity)its security holders, then the Company Corporation shall give prompt written notice thereof to all holders the Investor as soon as practicable. In such event, the Investor shall be entitled, by notice in writing given to the Corporation within ten (10) days (except in the case of Registrable Securities regarding such proposed registration. Upon a “bought deal” in which case the written request of any such holder made within 15 days Investor shall have only twenty-four (24) hours) after the receipt of any such notice (which request shall specify by the number Investor, to require that the Corporation cause any or all of the Registrable Securities intended (the “Piggyback Registrable Securities”) held by the Investor to be disposed of by included in such holder and Prospectus (such qualification being hereinafter referred to as a “Piggy Registration”). Notwithstanding the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided thatforegoing:
(a) (i) in the Company shall not include event the lead underwriter or lead agent for the offering advises the Corporation, the Investor and any other Shareholder participating in the offering that in its good faith opinion, the inclusion of such Piggyback Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would may materially and adversely affect the offering price and or success of the offering, the Corporation shall include in such Registration, in the following priority: (i) first, such number of securities proposed to be sold by the Corporation, if it initiated the offering, or such number of securities proposed to be sold by a Shareholder exercising demand registration rights, as applicable; (ii) the Company shall not include second, such number of Piggyback Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required requested by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed Investor to be included in such registration exceeds the Registration; and (iii) third, such number which can of securities proposed to be sold by the Corporation, if it did not initiate the offering, or a Shareholder exercising piggyback registration rights, in each case to the extent that such lead underwriter or lead agent reasonably believes such securities may be included in the offering without materially and adversely affecting the offering price or success of the securities being sold in such registrationoffering;
(b) the Corporation may at any time, then in and without the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent consent of the number Investor, abandon the proposed offering in which the Company is so advised can be sold in such offering without such material adverse effect, first, Investor has requested to participate provided that the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall Corporation will pay all Registration Expenses in connection with each registration such abandoned offering;
(c) The Investor shall have the right to withdraw its request for inclusion of its Piggyback Registrable Securities requested in any Prospectus pursuant to this Section 25.2 without incurring any liability to the Corporation or any other Person by giving written notice to the Corporation of its request to withdraw; provided that each seller provided, however, that:
(i) such request must be made in writing five (5) Business Days prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such offering; and
(ii) such withdrawal will be irrevocable and, after making such withdrawal, the Investor will no longer have any right to include its Piggyback Registrable Securities shall pay (a) all Registration Expenses in the offering pertaining to the extent required to be paid by which such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 1 contract
Piggyback Registrations. If 5.3.1 Buyer shall notify Sellers or the Company Designated Trust Representatives (as defined below), if a Term Note or any FPCX shares have been transferred in accordance with Sections 3.1 or 5.2, respectively, in writing at least thirty (30) days prior to the filing of any time proposes to register any of its equity securities registration statement under the Securities Act for its own account purposes of a public offering of securities of the Buyer (including, but not limited to, a Shelf Registration Statementregistration statements relating to secondary offerings of securities of the Buyer, but other than pursuant excluding registration statements relating to (iemployee benefit plans and corporate reorganizations) a and will afford each Seller or their Designated Trusts, through the Designated Trust Representatives, an opportunity to include in such registration on Form S-4 statement all or S-8 part of such Registerable Securities held by such Sellers or their Designated Trusts. Each Seller or their Designated Trusts, through the Designated Trust Representatives, desiring to include in any such registration statement all or any successor form or part of the Registerable Securities held by it shall, within twenty (ii20) a registration of securities which are a combination of debt and equity), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such the above-described notice (which request from the Buyer, so notify the Buyer in writing. Such notice shall specify state the number of Registrable Registerable Securities intended proposed to be disposed of by such holder included and the intended method or methods of disposition thereof)of the Registerable Securities by such Sellers or their Designated Trusts. If a Seller or their Designated Trust, through his Designated Trust Representatives, decides not to include all of its Registerable Securities in any registration
5.3.2 If the registration statement under which the Buyer gives notice under this Section 5.3 is for an underwritten offering, the Company Buyer shall so advise the Sellers or the Designated Trust Representatives. In such event, the right of any such Sellers or their Designated Trusts to include such Registerable Securities in a registration pursuant to this Subsection 5.3.2 shall be conditioned upon such Sellers' or their Designated Trusts' participation in such underwriting and the inclusion of such person's Registerable Securities in the underwriting to the extent provided herein. The Sellers, or their Designated Trusts, , through the Designated Trust Representatives, proposing to distribute their Registerable Securities through such underwriting shall enter into an underwriting agreement upon the terms of underwriting as agreed upon between the Buyer and the underwriter or underwriters selected by the Buyer for such underwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines in its sole discretion that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated first to the Buyer, and second to the Sellers or their Designated Trusts and any other present or future shareholders of the Buyer having "piggyback" registration rights on a pro rata basis. In such event, the Buyer shall use its best efforts to effect so that the aggregate amount of securities of the selling Sellers or their Designated Trusts included in the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not be reduced below ten percent (10%) of the total amount of securities included in such registration.
5.3.3 If the registration statement under which the Buyer gives notice under this Section 5.3 is for non-underwritten offering in which the Buyer is selling shares, the Buyer shall so advise the Sellers or their Designated Trust Representatives. In such event, the right of any such Sellers or their Designated Trusts to include Registrable such Registerable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed a registration pursuant to this Section 2 Subsection 5.3.3 shall be conditioned upon such Sellers' or their Designated Trusts' participation in such offering and the inclusion of such person's Registerable Securities in the offering to the extent that the Boardprovided herein. The Sellers, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of their Designated Trusts,
5.3.4 Notwithstanding any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence other provision of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration5, the Company Sellers or their Designated Trusts shall determine for any reason not have piggyback rights no less favorable than piggyback rights granted to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Will▇▇▇ ▇▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if ▇▇▇ and Larr▇ ▇▇▇▇▇▇▇▇, ▇▇d Persons obtaining such piggyback rights subsequent to the Closing in connection with a registration pursuant to this Section 2, an acquisition consummated by the managing underwriter of such registration (or, in the case of Buyer or an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price Affiliate of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Buyer.
Appears in 1 contract
Sources: Stock Purchase Agreement (Financial Performance Corp)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities Common Stock under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registrations on such form or similar form(s) solely for registration on Form S-4 of securities in connection with an employee benefit plan or S-8 or any successor form dividend reinvestment plan or (ii) a Demand Registration under Section 4.2.2) on a registration of securities which are a combination of debt and equity)statement on Form S-1 or Form S-3 or an equivalent general registration form then in effect, then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each Holder of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company Company, subject to Sections 4.2.3(b), 4.2.4 and 4.2.7, shall use its reasonable best efforts to effect the registration under the Securities Act of cause all such Registrable Securities on a pro rata basis (based on to be included in the number registration statement with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of shares distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 4.2.3(a) in accordance with such intended method or methods of disposition; provided that:
(a) (i) shall relieve the Company shall not include Registrable Securities in such proposed registration of its obligations to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this effect Demand Registrations under Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;4.2.2.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to each holder Holder of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and4.2.2 and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 24.2.3 by giving written notice to the Company of its request to withdraw. Such request must be made in writing prior to the execution of the underwriting agreement with respect to such registration. Such withdrawal shall be irrevocable and, the managing underwriter of after making such registration (orwithdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 1 contract
Piggyback Registrations. If the Company at any time after the occurrence of a Qualified IPO, the Company proposes to register for sale under the Securities Act any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 Form S-8, or any successor form or (ii) similar forms), or any shares pursuant to a Demand Registration under Section 3.1(b), in a manner that would permit registration of securities which are a combination of debt Registrable Securities for sale to the public under the Securities Act and equity)in an underwritten offering, then the Company shall will each such time promptly give prompt written notice to all holders of Purchasers who beneficially own any Registrable Securities regarding such proposed registration. Upon of its intention to do so, of the written request registration form of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of SEC that has been selected by such holder and the intended method or methods of disposition thereof), the Company shall and of such holders' rights under this Section 3.1 (the "PIGGYBACK NOTICE"). The Company will use its best efforts to effect include, and to cause the registration under underwriter or underwriters to include, in the Securities Act of such Registrable Securities on a pro rata basis (based proposed offering, on the number same terms and conditions as the securities of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities included in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, all Registrable Securities that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder has been requested in any proposed writing, within fifteen (15) calendar days after the Piggyback Notice is given, to register by the Purchasers thereof (each such registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten3.1(a), a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration"PIGGYBACK REGISTRATION"); provided, however, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities a Piggyback Notice 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 equity securitiessecurities (or, in the case of a Demand Registration where the Initiating Holder(s) (as defined below), so determine(s)), the Company may, at its electionelection (or, in the case of a Demand Registration, where the Initiating Holder(s) so determine(s), the Company shall), give written notice of such determination to each holder of all Purchasers who beneficially own any Registrable Securities and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in case of a determination by the Company to delay registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration its equity securities (or, in the case of an offering a Demand Registration, if the Initiating Holder(s) so determine(s), the Company shall be permitted to (or, in the case of a Demand Registration where the Initiating Holder(s), so determine(s), the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that is not underwritten, a nationally recognized investment banking firmclauses (i) and (ii) shall advise not relieve the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in its obligations under Section 3.1(b). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 23.1(b), the Company shall include in such registration all Shareholders proposing to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested distribute their securities pursuant to this Section 2; provided that each seller 3.1(b) shall, at the request of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1(or, in the case of a Demand Registration, at the request of the Initiating Holder(s)), enter into an agreement in customary form with the underwriter or underwriters.
Appears in 1 contract
Sources: Investor's Rights Agreement (Wj Communications Inc)
Piggyback Registrations. (a) If a Registration Statement is not effective with respect to all of the Registrable Shares and the Company at any time proposes decides to register any of its equity securities under the Securities Act for its own account or for the account of others (includingif the agreement pursuant to which such securities are being registered for the account of others so allows), but not limited to, then the Company will promptly give the Purchasers written notice thereof and will use its reasonable best efforts to include in such registration all or any part of the Registrable Shares requested by the Purchasers to be included therein (excluding any Registrable Shares previously included in a Shelf Registration Statement, but other than pursuant ). This requirement does not apply to (i) a registration Company registrations on Form S-4 or S-8 or their equivalents (relating to equity securities to be issued in connection with an acquisition of any successor form entity or (iibusiness or equity securities issuable in connection with stock option or other employee benefit plans) a or to registration statements that would otherwise not permit the registration of securities which are a combination re-sales of debt and equity), then previously issued securities. Each Purchaser must give its request for registration under this paragraph to the Company shall give prompt written in writing within 5 business days after receipt from the Company of notice to all holders of Registrable Securities regarding such proposed pending registration. Upon If the written request of any such holder made within 15 days after registration for which the receipt of any such Company gives notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof)is a public offering involving an underwriting, the Company shall use its best efforts to effect will so advise the registration under Purchasers as part of the Securities Act above-described written notice. In that event, if the managing underwriter(s) of such Registrable Securities on the public offering impose a pro rata basis (based limitation on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent Common Stock that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to may be included in such registration exceeds the number which can be sold Registration Statement because, in such offering without materially and adversely affecting the offering price of the securities being sold in underwriter(s)’ judgment, such registrationlimitation would be necessary to effect an orderly public distribution, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, (i) first, the securities, if any, being sold by securities the CompanyCompany proposes to sell, and (ii) second, the Registrable Securities of Shares requested by the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and Purchasers.
(b) its pro rata share (based on the number No right to registration of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected Shares under this Section 2 shall relieve 9.3 limits in any way the registration required under Section 9.2 above. The obligations of the Company from its obligation under this Section 9.3 expire upon the effectiveness of the Registration Statement filed pursuant to effect registrations under Section 1.19.2 above with respect to the Shares or the respective portion thereof.
Appears in 1 contract
Sources: Stock Purchase Agreement (Onyx Pharmaceuticals Inc)
Piggyback Registrations. If (a) Whenever the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a the demand by holders of securities of the Company pursuant to the right to make such demand for the registration of the securities which are of the Company) and the registration form to be used may be used for the registration of the Common Stock of the Company (a combination of debt and equity"Piggyback Registration"), then the Company shall give prompt written notice to all the holders of Registrable Securities regarding the Shares of its intention to effect such proposed registration. Upon a registration and, subject to Sections 9(c) and 9(d) below, shall include in such registration all of the Shares with respect to which the Company has received written request of any such holder made requests for inclusion therein within 15 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;Company's notice.
(b) if, at any time after giving written notice The Registration Expenses (pursuant to this Section 2as hereafter defined) of its intention to register equity securities and prior to the effective date holders of the registration statement filed in connection with such registration, Shares shall be paid by the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; andall Piggyback Registrations.
(c) if in connection with If a Piggyback Registration is an underwritten registration pursuant to this Section 2on behalf of the Company, and the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall underwriters advise the Company in writing (with that in their opinion all or a copy to each holder of Registrable Securities requesting registration thereof) that the number of the securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without materially and adversely affecting within a price range acceptable to the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration by (A) holders of securities, other than the Shares, pursuant to agreements executed by the Company and such holders prior to the execution of this agreement which provide therein for piggyback registration rights and by present and future holders of securities issued pursuant to the Company's 1989 Employee Stock Option Plan ("1989 Plan") that are Directors or Sponsors, as defined therein, to the extent permitted under Section 4(c) hereof without any dilutive effect and (B) future holders of the number which Company's Series C Preferred Stock (up to $13,000,000), pursuant to any agreements executed by the Company is so advised can and such holders which provide therein for piggyback registration rights, (iii) third, on a pari passu basis, the Shares and securities held by employees who are granted options for such securities under the 1989 Plan or who acquire such securities upon exercise of options under said plan where such options are granted after the date hereof to the extent permitted under Section 4(c) hereof without dilutive effect, and (iv) fourth, other securities requested and permitted to be sold included in such registration.
(d) Notwithstanding anything contained in this Warrant to the contrary, if any holder of the Shares does not elect to include any Shares in a Piggyback Registration, such holder of the Shares shall not be entitled to include any of the Shares in any registration hereunder for six months after the effective date of such Piggyback Registration.
(e) Each holder of the Shares agrees not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) the seven days prior to and (i) the 90-day period beginning on the effective date of any underwritten Piggyback Registration in which any of the Shares are included (except as part of such underwritten registration) and (ii) the seven days prior to and the 120-day period beginning on the effective date of the first firm underwritten public offering without of Common Stock of the Company under the Securities Act (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree.
(f) The Company agrees to indemnify, to the extent permitted by law, each holder of the Shares, its partners, officers and directors and each Person (as hereafter defined) who controls such holder (within the meaning of the Securities Act), with respect to any registration which pursuant to this Agreement includes any of the Shares, against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material adverse effectfact contained in any registration statement, firstprospectus or preliminary prospectus or any amendment thereof or supplement there to or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by or on behalf of such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of the Shares.
(g) In connection with any registration statement in which any of the Shares are pursuant to this Warrant included, each holder of such Shares shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder; provided that the obligation to indemnity shall be individual to each such holder.
(h) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonably judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
(i) If the indemnification provided for in this Section 9 is unavailable or insufficient to hold harmless an indemnified party, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in this Section 9 in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions which resulted in such losses, claims, demands or liabilities as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or parties on the one hand or the indemnified party on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 9(i) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this Section 9(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
(j) The indemnification provided for under this Warrant shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.
(k) No holder of the Shares may participate in any registration pursuant to this Agreement which is underwritten unless such holder (i) agrees to sell such holder's securities on the basis provided in any underwriting arrangements approved by the holder or holders entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, if anypowers of attorney, being sold indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of the Shares included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.
(l) For the purposes of this Section 9 "Registration Expenses" means all expenses incident to the Company's performance of or compliance with Section 9 of this Warrant, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (but excluding discounts and commissions) and other Persons retained by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 1 contract
Piggyback Registrations. If 7.7.1 Whenever the Company at any time proposes to register any of its equity Common Stock in connection with a public offering of such securities under the Securities Act solely for its own account (includingcash, but not limited to, a Shelf Registration Statement, but other than a registration pursuant to (i) a registration Section 7.2 or on Form S-4 or Form S-8 (or any successor form or (ii) a registration of securities which are a combination of debt and equityform), then and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company shall will give prompt written notice to the Holders of its intention to effect such a registration (but in no event less than ten (10) days prior to the anticipated filing date) and, subject to Section 7.7.4, will include in such registration all holders of Registrable Securities regarding such proposed registration. Upon with respect to which the Company has received written request of any such holder made requests for inclusion therein within 15 ten (10) days after the receipt date of any such the Company’s notice (which a “Piggyback Registration”). Any such Holder that has made such a written request shall specify the number of may withdraw its Registrable Securities intended from such Piggyback Registration by giving prompt written notice to be disposed of by such holder the Company and the intended method managing underwriter, if any, on or methods before the fifth (5th) Business Day prior to the planned effective date of disposition thereof), the such Piggyback Registration. The Company shall use its best efforts to effect the may terminate or withdraw any registration under this Section 7.7.1 prior to the Securities Act effectiveness of such Registrable Securities on a pro rata basis (based on registration, whether or not the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not Holders have elected to include Registrable Securities in such registration.
7.7.2 If the registration referred to in Section 7.7.1 is proposed registration to the extent that the Board shall have determinedbe underwritten, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities will so advise the Holders as a part of any Management Stockholder in any proposed the written notice given pursuant to Section 7.7.1. In such event, the right of the Holders to registration pursuant to this Section 2 to 7.7 will be conditioned upon such Holder’s participation in such underwriting and the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation inclusion of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Holder’s Registrable Securities in connection the underwriting, and each such person will (together with the Company and the other Persons distributing their securities through such registration (but shall nevertheless pay underwriting) enter into an underwriting agreement in customary form with the Registration Expenses in connection therewith)underwriter or underwriters selected for such underwriting by the Company. If any participating Holder disapproves of the terms of the underwriting, without prejudice, however, such Person may promptly elect to withdraw therefrom by written notice to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, Company and the managing underwriter of such registration (orunderwriter.
7.7.3 If a Piggyback Registration relates to an underwritten offering, in and the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall managing underwriters advise the Company that in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that their reasonable opinion the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of such offering price of (including an adverse effect on the securities being sold in such registration, then in the case of any registration pursuant to this Section 2per share offering price), the Company shall will include in such registration to or prospectus only such number of securities that in the extent reasonable opinion of the number which the Company is so advised such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in such offering without such material adverse effect, the following order of priority: (i) first, the securitiessecurities the Company proposes to sell, if any, being sold by the Company, and second, the (ii) Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares Holders who have requested registration of Registrable Securities pursuant to Sections 7.7.1, pro rata on the basis of the aggregate number of such securities or shares owned by each such Stockholder). The Holder, and (iii) third, any other securities of the Company shall pay all Registration Expenses in connection with each registration of Registrable Securities that have been requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1so included.
Appears in 1 contract
Piggyback Registrations. If the Company (a) If, at any time after an IPO, the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or Form S-8 or any similar successor form or (ii) a registration of securities which are a combination of debt and equityforms thereto), then the Company shall give prompt written notice of its intention to all holders do so (1) to each of the Holders of record of Registrable Securities regarding (other than individuals), at least five (5) business days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than five (5) business days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least five (5) business days prior to the filing of such proposed registrationregistration statement). Upon the written request of any such holder Holder, made within 15 five (5) days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis (based post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of shares such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities owned by each effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an institutional Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such Stockholderoffering is to commence and the Company shall notify other Holders and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such shelf offering (which may close as early as three (3) business days after the date it commences), provided that in accordance the case of such underwritten block trade, only Block Eligible Participants shall have a right to notice and to participate, and provided, further, that the Holder requesting such underwritten block trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such intended method or methods request in order to facilitate preparation of disposition; provided that:the registration statement, prospectus and other offering documentation related to the underwritten block trade.
(ab) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company shall not include Registrable Securities as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such proposed registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price terms of the securities being sold underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;underwritten offering.
(bc) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(cd) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing (with a copy prior to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price earlier of the securities being sold in execution of the underwriting agreement or the execution of the custody agreement with respect to such registration, then in .
(e) Notwithstanding anything contained herein to the case of any registration pursuant to this Section 2contrary, the Company shall shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in such the initial registration to the extent of the number which the Company is so advised can be sold statement any disclosure or language, or include in such offering without such material adverse effect, first, the securities, if any, being sold by the Companyany prospectus supplement or post-effective amendment any disclosure or language, and secondotherwise take any action, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid deemed necessary or advisable by such seller under applicable law and Holder (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation including to effect registrations under Section 1.1such Partner Distribution).
Appears in 1 contract
Sources: Registration Rights Agreement (Michael Foods Group, Inc.)
Piggyback Registrations. If Without limiting any obligation of the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (includinghereunder, but not limited to, a Shelf Registration Statement, but other than pursuant to if (i) a registration on Form S-4 there is not an effective Registration Statement covering all of the Registrable Securities, if the prospectus contained therein is not available for use, or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity), then if Rule 144 is not available with respect to the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any Management Stockholder of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the ▇▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any proposed registration pursuant acquisition of any entity or business (or a business combination subject to this Section 2 to Rule 145 under the extent that the Board, ▇▇▇▇ ▇▇▇) or equity securities issuable in consultation connection with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability Company’s stock option or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (iiother employee benefit plans), or a dividend reinvestment or similar plan or rights offering), then the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant deliver to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give each Holder a written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration if within fifteen (but shall nevertheless pay 15) days after the Registration Expenses in connection therewith), without prejudice, however, to the rights date of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter delivery of such registration (ornotice, any such Holder shall so request in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Holder requests to be registered; provided, however, the extent Company shall not be required to register any Registrable Securities pursuant to this Section 2.e that are the subject of a then-effective Registration Statement; and provided further that the Company shall not be required to include any Registrable Securities which an underwriter shall advise the Company will materially adversely affect the Company’s ability to sell all of the number shares which the Company is so advised can be sold intended to sell. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, its sole and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder)absolute discretion. The Company shall pay all Registration Expenses not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders set forth in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.12.e.
Appears in 1 contract
Sources: Registration Rights Agreement (Odyssey Marine Exploration Inc)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities Common Stock under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration registrations on Form S-4 or S-8 or any successor such form or (iisimilar form(s) a solely for registration of securities which are in connection with an employee benefit plan, dividend reinvestment plan, or a combination merger or consolidation or other than incidental to an issuance of debt and equitysecurities intended to be resold under Rule 144A of the Securities Act) on a registration statement on Form S-1, Form S-2, or Form S-3 (or an equivalent general registration fo▇▇ ▇▇▇▇ ▇▇ ▇▇fect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 twenty (20) days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall, subject to Sections 2.3(b), 2.4, 2.7(b), and 2.8 hereof, include in such filing the Registrable Securities for which registration is requested by any such Holder and shall use its reasonable best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act on the same terms and conditions as any Common Stock which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered (each, a pro rata basis (based "Piggyback Registration"). There is no limitation on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) Piggyback Registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.3(a) shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) relieve the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant its obligations to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, effect a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;Demand Registration.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities any Common Stock 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 or to delay registration of such equity securitiesCommon Stock, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1 or Section 2.6, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other Common Stock.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.3 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the managing underwriter effective date of such registration statement, and (orii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 1 contract
Piggyback Registrations. If (a) After the Initial Public Offering, if the Company at any time proposes to register any of its equity securities of the same class as the Registrable Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) similar forms thereto and other than pursuant to a registration of securities which are a combination of debt and equityunder Section 2.1 or 2.2), then whether or not for sale for its own account (including, without limitation, pursuant to the Company shall exercise by any other Person of any registration rights granted by the Company), on a form and in a manner that would permit registration of Registrable Securities held by a Holder for sale to the public under the Securities Act, it will give prompt written notice to all holders the Holders promptly of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such registration will be in connection with an Underwritten Offering of Registrable Securities regarding and, if so, the identity of the Managing Underwriter and whether such proposed registrationoffering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the anticipated price range at which the Registrable Securities are reasonably expected to be sold to the public). Upon the written request of any such holder made Holder delivered to the Company within 15 45 calendar days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition thereof), the Company shall will use its reasonable best efforts to effect the registration under the Securities Act of such all of the Registrable Securities on a pro rata basis (based on that the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of dispositionCompany has been so requested to register; provided provided, however, that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) ifIf, at any time after giving such written notice (pursuant to this Section 2) of its intention to register equity any securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder Holder who made a request as hereinabove provided and thereupon the Company shall be relieved of Registrable Securities and, thereupon, shall not be obligated its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith, subject to Section 2.3(b)), without prejudice, however, to the rights rights, of the ▇▇▇▇▇ Stockholders any Holder to request that a such registration be effected as a registration under Section 1.1; andSections 2.1 or 2.2, upon the terms and subject to the conditions set forth therein.
(cii) if in connection with a registration pursuant to this Section 2, the managing underwriter of If such registration (orinvolves an Underwritten Offering, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder all Holders of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such the Company's registration exceeds must sell their Registrable Securities to the number which can be sold in such offering without materially underwriters selected by the Company on the same terms and adversely affecting conditions as apply to the offering price of the securities being sold in such registration, then in the case of any Company. No registration pursuant to effected under this Section 2, 2.3 shall relieve the Company shall include in such registration of its obligation to effect registrations upon request under Sections 2.1 or 2.2, upon the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, terms and second, the Registrable Securities of the Stockholders, on a pro rata basis conditions set forth therein.
(based on the number of shares of Registrable Securities owned by each such Stockholder). b) The Company shall pay all Registration Expenses incurred in connection with each registration up to three fully completed registrations of Registrable Securities requested pursuant to this Section 2; provided that 2.3 (and for each seller such registration discontinued or terminated pursuant to the provisions of Section 2.3(a) or 6 7 for which more than 50% of the Registrable Securities shall pay (a) all Registration Expenses for which registration has been requested are not registered pursuant to the extent required to provisions of Section 2.3(c)) shall be paid by such seller under applicable law the Company.
(c) If a registration pursuant to this Section 2.3 involves an Underwritten Offering and (b) the Managing Underwriter advises the Company that, in its pro rata share (based on opinion, the number of Registrable Securities proposed to be included in such offeringregistration should be limited due to market conditions, then the Company may exclude Registrable Securities requested to be included pursuant to Section 2.3(a) pro rata, based on the respective numbers of all underwriting discounts and commissions and transfer taxes, if any. No Registrable Securities as to which registration effected under has been so requested by each Holder.
(d) In connection with any Underwritten Offering with respect to which holders of Registrable Securities shall have requested registration pursuant to this Section 2 shall relieve 2.3, the Company from its obligation shall have the right to effect registrations under Section 1.1select the Managing Underwriter with respect to the offering.
Appears in 1 contract
Sources: Registration Rights Agreement (Ntta&t Investment Inc)
Piggyback Registrations. If (a) Whenever the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a the demand by holders of securities of the Company pursuant to the right to make such demand for the registration of the securities which are of the Company) and the registration form to be used may be used for the registration of the Common Stock of the Company (a combination of debt and equity"Piggyback Registration"), then the Company shall give prompt written notice to all the holders of Registrable Securities regarding the Shares of its intention to effect such proposed registration. Upon a registration and, subject to Sections 9(c) and 9(d) below, shall include in such registration all of the Shares with respect to which the Company has received written request of any such holder made requests for inclusion therein within 15 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;Company's notice.
(b) if, at any time after giving written notice The Registration Expenses (pursuant to this Section 2as hereafter defined) of its intention to register equity securities and prior to the effective date holders of the registration statement filed in connection with such registration, Shares shall be paid by the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; andall Piggyback Registrations.
(c) if in connection with If a Piggyback Registration is an underwritten registration pursuant to this Section 2on behalf of the Company, and the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall underwriters advise the Company in writing (with that in their opinion all or a copy to each holder of Registrable Securities requesting registration thereof) that the number of the securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without materially and adversely affecting within a price range acceptable to the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the securities requested to be included in such registration by holders of securities, other than the Shares, pursuant to agreements executed by the Company and such holders prior to the execution of this agreement which provide therein for piggyback registration rights, and (iii) third, other securities requested and permitted to be included in such registration, including the Shares.
(d) Notwithstanding anything contained in this Warrant to the contrary, if any holder of the Shares does not elect to include any Shares in a Piggyback Registration, such holder of the Shares shall not be entitled to include any of the Shares in any registration hereunder for six months after the effective date of such Piggyback Registration.
(e) Each holder of the Shares agrees not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) the seven days prior to and (i) the 90-day period beginning on the effective date of any underwritten Piggyback Registration in which any of the Shares are included (except as part of such underwritten registration) and (ii) the seven days prior to and the 120-day period beginning on the effective date of the first firm underwritten public offering of Common Stock of the Company under the Securities Act (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree.
(f) The Company agrees to indemnify, to the extent permitted by law, each holder of the number Shares, its partners, officers and directors and each Person (as hereafter defined) who controls such holder (within the meaning of the Securities Act), with respect to any registration which pursuant to this Agreement includes any of the Shares, against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement there to or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by or on behalf of such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of the Shares.
(g) In connection with any registration statement in which any of the Shares are pursuant to this Warrant included, each holder of such Shares shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so advised can furnished in writing by such holder; provided that the obligation to indemnify shall be sold individual to each such holder.
(h) My Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such offering without indemnified party's reasonable judgment a conflict of interest between such material adverse effectindemnified and indemnifying parties may exist with respect to such claim, firstpermit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. if such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). M indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonably judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
(i) If the indemnification provided for in this Section 9 is unavailable or insufficient to hold harmless an indemnified party, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in this Section 9 in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions which resulted in such losses, claims, demands or liabilities as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or parties on the one hand or the indemnified party on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 9(i) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this Section 9(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
(j) The indemnification provided for under this Warrant shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.
(k) No holder of the Shares may participate in any registration pursuant to this Agreement which is underwritten unless such holder (i) agrees to sell such holder's securities on the basis provided in any underwriting arrangements approved by the holder or holders entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, if anypowers of attorney, being sold indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of the Shares included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.
(l) For the purposes of this Section 9 "Registration Expenses" means all expenses incident to the Company's performance of or compliance with Section 9 of this Warrant, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (but excluding discounts and commissions) and other Persons retained by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 1 contract
Piggyback Registrations. If After the Company Commencement Date, Pure Cycle shall be obligated to notify High Plains in writing at least twenty (20) days prior to filing any time proposes to register any of its equity securities registration statement under the Securities Act for its own account purposes of effecting a public offering of Common Stock of Pure Cycle (includingincluding registration statements filed at the request of any holder relating to secondary offerings by such holder of Common Stock of Pure Cycle, but not limited to, a Shelf Registration Statement, but other than pursuant to excluding registration statements (i) a registration on Form S-4 or S-8 or any successor form or effected under Section 1.2 of this Agreement, (ii) a registering Common Stock under any employee benefit plan or (iii) registering Common Stock for use in an acquisition or corporate reorganization) and will afford High Plains an opportunity to include in such registration statement up to 750,000 shares of securities which are a combination of debt and equity), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of Common Stock plus any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(aCommon Stock previously subject to reduction under Section 1.2(b) (ithe “Piggyback Securities”). If High Plains desires to include in any such registration statement all or any part of the Piggyback Securities held by it, it shall, within fifteen (15) days after receipt of the Company shall not include Registrable Securities above-described notice from Pure Cycle, so notify Pure Cycle in writing, and in such proposed registration to the extent that the Board notice shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities inform Pure Cycle of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed Piggyback Securities it wishes to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration statement. If High Plains decides not to include all of its Piggyback Securities in any registration statement filed by Pure Cycle, it shall nevertheless continue to have the extent right to include any Piggyback Securities in any subsequent registration statement as may be filed by Pure Cycle with respect to offerings of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the its securities, if any, being sold by all upon the Company, terms and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1conditions set forth herein.
Appears in 1 contract
Piggyback Registrations. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act for any of its own account common equity securities (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form form, or (ii) an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan), or (iii) a registration of securities which are a combination of debt and equitystatement filed pursuant to Section 2), then the Company shall will give prompt written notice to all holders Holders of Registrable Securities regarding Shares of its intention to effect such proposed registration. Upon a registration (each a "Piggyback Notice") at least 20 days before the anticipated filing date of such registration statement, and, subject to Section 3(c) below, the Company will include in such registration all Registrable Shares with respect to which the Company has received written request of any such holder made requests for inclusion therein within 15 days after the receipt date of any such notice sending the Piggyback Notice (which request shall specify a "Piggyback Registration"), unless, if the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof)Piggyback Registration is not an underwritten offering, the Company shall use in its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method reasonable and good faith judgment determines that, or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering underwritten Piggyback Registration, the managing underwriters advise the Company in writing that is not underwrittenin their opinion, a nationally recognized investment banker) shall determine in good faith that the participation inclusion of such Management Stockholder Registrable Shares would materially and adversely interfere with such offering. Nothing herein shall affect the marketability or the offering price right of the securities being sold in such registration; provided, that in the event of Company to withdraw any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination registration in lieu of the notice otherwise required by the first sentence of this Section 2;its sole discretion.
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and prior to the effective date If a Piggyback Registration is a primary registration on behalf of the registration statement filed in connection with such registrationCompany and, if the Piggyback Registration is not an underwritten offering, the Company shall determine for any reason not to register such equity securitiesin its reasonable and good faith judgment determines that, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, or in the case of an offering that is not underwrittenunderwritten Piggyback Registration, a nationally recognized investment banking firm) shall the managing underwriters advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that in their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the Company, the Company will include in such offering without materially and adversely affecting the offering price of registration (i) first, the securities being sold the Company proposes to sell and (ii) second, the Registrable Shares requested to be included in such registration and any other securities requested to be included in such registration, then pro rata among the holders of Registrable Shares requesting such registration and the holders of such other securities on the basis of the number of shares requested for inclusion in such registration by each such holder.
(c) If a Piggyback Registration is a secondary registration on behalf of holders of the Company's securities other than the holders of Registrable Shares, and, if the Piggyback Registration is not an underwritten offering, the Company determines in its reasonable and good faith judgment that, or in the case of any an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested to be included in such registration pursuant exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to this Section 2the holders initially requesting such registration, the Company shall will include in such registration the securities requested to be included therein by the extent of holders requesting such registration and the number which the Company is so advised can Registrable Shares requested to be sold included in such offering without such material adverse effectregistration, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata among the holders of securities requesting such registration on the basis (based on of the number of shares of Registrable Securities owned initially requested for inclusion in such registration by each such Stockholderholder.
(d) In the case of an underwritten Piggyback Registration, the Company will have the right to select the investment banker(s) and manager(s) to administer the offering. In a registration pursuant to Section 2(a), the Holders requesting registration shall have the right to select the investment banker(s) and manager(s) to administer the offering, which shall be reasonably acceptable to the Company. The Company shall pay all Registration Expenses in connection with each If requested by the underwriters for any underwritten offerings by Holders, under a registration of Registrable Securities requested pursuant to this Section 2; provided 2(a), the Company will enter into a customary underwriting agreement with such underwriters for such offering, to contain such representations and warranties by the Company and such other terms as are customarily contained in agreements of that each seller type. The Holders shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representations, warranties or agreements regarding the Holders and the Holders' intended method of Registrable Securities distribution and any other representation or warranties required by law.
(e) The Holders shall pay (a) have a right to review the registration statement and all Registration Expenses other materials filed with the Commission prior to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1filing thereof.
Appears in 1 contract
Piggyback Registrations. If the Company at (a) At any time after the end of the Lock-up Period and prior to the earlier to occur of the fifth anniversary of the Distribution Date or the date on which the Registrable Securities then held by the Holder(s) represents less than 1% of UpstreamCo’s then-issued and outstanding UpstreamCo Shares (or, if the Registrable Securities include securities other than UpstreamCo Shares, less than 1% of UpstreamCo’s then-issued and outstanding securities of the same class as the securities included in the Registrable Securities), if UpstreamCo proposes to register any of its equity securities file a Registration Statement (other than a Shelf Registration) or a Prospectus supplement filed pursuant to a Shelf Registration Statement under the Securities Act with respect to any offering of such securities for its own account and/or for the account of any Other Holders (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 Registration or S-8 or any successor form or Takedown Prospectus Supplement under Section 2.01, (ii) a registration Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan, (iv) for the purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (v) a Registration in which the only UpstreamCo Shares being registered are a combination UpstreamCo Shares issuable upon conversion of debt and equitysecurities that are also being registered) (an “UpstreamCo Public Sale”), then then, as soon as practicable, but in any event not less than 15 days prior to the Company proposed date of filing such Registration Statement, UpstreamCo shall give prompt written notice of such proposed filing to all holders each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities regarding as each such proposed registrationHolder may request in writing (a “Piggyback Registration”). Upon the written request of any such holder made Subject to Section 2.02(b) and Section 2.02(c), UpstreamCo shall use its commercially reasonable efforts to include in a Registration Statement with respect to an UpstreamCo Public Sale all Registrable Securities that are requested to be included therein within 15 five business days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registrationnotice; provided, however, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity Register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company UpstreamCo shall determine for any reason not to register such equity securitiesRegister or to delay Registration of the UpstreamCo Public Sale, the Company UpstreamCo may, at its election, give written notice of such determination to each holder of Registrable Securities such Holder and, thereupon, (x) in the case of a determination not to Register, shall not be obligated relieved of its obligation to register Register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)Registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders any Holder to request that a registration such Registration be effected as a Demand Registration under Section 1.12.01 and (y) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other UpstreamCo Shares in the UpstreamCo Public Sale. No Registration effected under this Section 2.02 shall relieve UpstreamCo of its obligation to effect any Demand Registration under Section 2.01. For purposes of clarification, UpstreamCo’s filing of a Shelf Registration Statement shall not be deemed to be a an UpstreamCo Public Sale; provided, however, that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of UpstreamCo Shares for its own account and/or for the account of any other Persons will be an UpstreamCo Public Sale, unless such offering qualifies for an exemption from the UpstreamCo Public Sale definition in this Section 2.02(a).
(b) In the case of any Underwritten Offering, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in such Underwritten Offering pursuant to Section 2.02(a) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to UpstreamCo of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.
(c) if in connection with a registration pursuant to this Section 2, If the managing underwriter or underwriters of such registration (or, in the case any proposed Underwritten Offering of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder class of Registrable Securities requesting registration thereof) that included in a Piggyback Registration informs UpstreamCo and each Holder in writing that, in its or their opinion, the number of securities requested of such class that such Holder and otherwise proposed any other Persons intend to include in such offering exceeds the number that can be Sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such registration exceeds Registration shall be (i) first, all securities of UpstreamCo and any other Persons (other than UpstreamCo’s executive officers and directors) for whom UpstreamCo is effecting the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registrationRegistration, then in as the case of any registration pursuant may be, proposes to this Section 2Sell, (ii) second, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securitiesnumber, if any, being sold by the Company, and second, the of Registrable Securities of such class that, in the Stockholdersopinion of such managing underwriter or underwriters, on a can be Sold without having such adverse effect, with such number to be allocated pro rata basis (among the Holders that have requested to participate in such Registration based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the relative number of Registrable Securities of such class requested by such Holder to be included in such offeringSale, (iii) third, the number of all underwriting discounts securities of executive officers and commissions directors of UpstreamCo for whom UpstreamCo is effecting the Registration, as the case may be, with such number to be allocated pro rata among the executive officers and transfer taxesdirectors and (iv) fourth, if any. No registration effected under any other securities eligible for inclusion in such Registration, allocated among the holders of such securities in such proportion as UpstreamCo and those holders may agree.
(d) After a Holder has been notified of its opportunity to include Registrable Securities in a Piggyback Registration, such Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Securities (or other UpstreamCo Shares) in such Piggyback Registration and (iii) shall not disclose any Offering Confidential Information to any Person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the requirements of this Section 2 2.02(d); provided, that any such Holder may disclose Offering Confidential Information if such disclosure is required by legal process, but such Holder shall relieve cooperate with UpstreamCo to limit the Company from its obligation extent of such disclosure through protective order or otherwise, and to effect registrations under Section 1.1seek confidential treatment of the Offering Confidential Information.
Appears in 1 contract
Sources: Stockholder and Registration Rights Agreement (Alcoa Upstream Corp)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any successor form acquisition of any entity or (iibusiness or equity securities issuable in connection with the stock option or other employee benefit plans) on a registration of securities which are a combination of debt and equitystatement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods Plan of disposition Distribution thereof), the Company shall shall, subject to Sections 2.3 hereof, use its best commercially reasonable efforts to effect cause all such Registrable Securities, the holders of which have so requested the registration under thereof, to be included in the Securities Act of such Registrable Securities on a pro rata basis registration statement with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods the Plan of disposition; provided that:Distribution thereof) of the Registrable Securities to be so registered.
(ab) (i) Any Holder shall have the Company shall not include right to withdraw its request for inclusion of its Registrable Securities in such proposed any registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration statement pursuant to this Section 2 2.2 by giving written notice to the extent that the Board, in consultation with the managing underwriter (or, in the case Company of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registrationits request to withdraw; provided, however, that such request must be made in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and writing prior to the effective date earlier of the registration statement filed in connection execution of the underwriting agreement or the execution of the custody agreement, if applicable, with respect to such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 1 contract
Sources: Registration Rights Agreement (Intervale Capital, LLC)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration on Form S-4 merger or S-8 or any successor form consolidation or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equitystatement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 20 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on a pro rata basis (based to be so registered. There is no limitation on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) relieve the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant its obligations to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;effect Demand Registrations.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise 2.2 by giving written notice to the Company in writing (with a copy of its request to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registrationwithdraw; provided, then in the case of any registration pursuant to this Section 2however, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.that
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Transaction Information Systems Inc)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registrations on such form or similar form(s) solely for registration on Form S-4 of securities in connection with an employee benefit plan or S-8 or any successor form dividend reinvestment plan or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equity)statement on Form S-1 or Form S-3 or an equivalent general registration form then in effect, then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each Holder of record of Registrable Securities regarding such proposed registration(which shall in no event include a Holder pursuant clause (iii) of the definition thereof). Upon the written request of any such holder Holder, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company Company, subject to Sections 2.2(b), 2.3 and 2.7, shall use its best commercially reasonable efforts to effect the registration under the Securities Act of cause all such Registrable Securities on a pro rata basis (based on to be included in the number registration statement with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of shares distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities owned by each such Stockholdereffected under this Section 2.2(a) in accordance with such intended method or methods of disposition; provided that:
(a) (i) shall relieve the Company shall not include Registrable Securities in such proposed registration of its obligations to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this effect Demand Registrations under Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;2.1.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, will give written notice of such determination to each holder Holder of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1 and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, the managing underwriter of after making such registration (orwithdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 1 contract
Piggyback Registrations. (A) If the Company at any time Issuer proposes to register any of its equity securities file with the Commission a registration statement under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration statement (x) on Form S-4 or S-8 S-8, or any successor form substituting therefor, (y) filed in connection with a tender or exchange offer or an asset or business acquisition, or (iiz) a registration of securities which are a combination of debt and equityrelating to any compensatory plan, agreement or arrangement), then the Company shall it will at each such time give prompt written notice to all holders the Holders of Registrable Securities regarding such proposed registrationof its intention so to do. Upon the written request of any such holder Holder of Registrable Securities made within 15 days after the receipt of any such notice (from the Issuer, the Issuer will in good faith endeavor to cause all Registrable Securities which request shall specify the number Issuer has been requested to register by the Holders of Registrable Securities intended to be disposed of by included in such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration statement under the Securities Act Act, to the extent required to permit the sale or other disposition by such Holders of such their Registrable Securities; provided that (i) as a condition to any Holder's inclusion of any of his Registrable Securities on a pro rata basis in any such registration, such Holder must: (based x) sell his Registrable Securities to any underwriter(s) selected by the Issuer on the number same terms and conditions as apply to the Issuer and/or other holders of shares Common Stock included in such registration, (y) provide to such underwriter(s) and/or the Issuer true and accurate information regarding himself and his Registrable Securities and his intended method of distribution or other disposition thereof, and (z) complete, execute and deliver all questionnaires, powers-of-attorney, custody agreements, indemnities, underwriting agreements, "hold-back," "black-out" and other "no-sell" agreements and such other documents and agreements reasonably required by such underwriter(s) and/or the Issuer in connection with such registration or the distribution and sale of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of dispositionthereunder; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities any Common Stock and prior to the effective date of the registration statement filed in connection with such registrationregistration the Issuer shall determine, the Company shall determine for any reason reason, not to register such equity securitiesCommon Stock, then the Company may, at its election, Issuer shall give written notice of such determination to each holder all Holders of Registrable Securities and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration registration.
(but shall nevertheless pay the Registration Expenses in connection therewithB) Notwithstanding Section 4.1(A), without prejudiceif the managing underwriter(s), howeverif any, of the offering to be effected pursuant to a registration statement advises the Issuer or Holders of Registrable Securities that the total number of shares of Common Stock which they and any other persons or entities intend to include in such offering would adversely affect the success of such offering, then the number of Registrable Securities to be offered for the account of the Holders of Registrable Securities shall be reduced pro rata among such Holders of Registrable Securities who have requested, in accordance with the foregoing, inclusion in such offering, on the basis of the number of Registrable Securities held by such Holders of Registrable Securities, to the rights of extent necessary to reduce the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the total number of securities requested and otherwise proposed shares of Common Stock to be included in such registration exceeds offering to the number which can be sold recommended by such managing underwriter(s), or excluded in such offering without materially and adversely affecting the offering price of the securities being sold in such registrationtheir entirety, then in as the case may be. In the event that the contemplated distribution does not involve an underwritten public offering, such determination that the inclusion of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller Holders of Registrable Securities shall pay (a) all Registration Expenses to adversely affect the extent required to success of the offering shall be paid made in good faith by such seller under applicable law and (b) its pro rata share (based on the number Board of Registrable Securities included in such offering) Directors of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Issuer.
Appears in 1 contract
Sources: Stockholders Agreement (Natural Health Trends Corp)
Piggyback Registrations. If (a) In addition to the agreements relating to the Shelf Registration Statement the Company agrees as follows:
(i) If at any time the Company proposes to register any of its equity securities file an additional registration statement under the Securities Act with respect to an offering of Common Stock (x) for its the Company's own account (including, but not limited to, a Shelf Registration Statement, but other than except pursuant to (i) a registration registrations on Form S-4 or any successor form, or Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) or (iiy) a registration for the account of securities which are a combination any holders of debt and equity)Common Stock other than the Noteholders, then (A) the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon filing to the written Noteholders as soon as practicable (but in no event less than 30 days before the anticipated filing date), (B) such notice shall offer each Noteholder, subject to the terms and conditions hereof, the opportunity to request that such actions be taken under Rule 429 under the Act ("Rule 429") as shall cause the prospectus contained in such additional registration statement (a "Noteholder Piggyback Registration Statement") to be available to permit the offer and sale, at such Noteholder's election, of any some or all of the Transfer Restricted Securities owned by such holder made Noteholder on the same terms and conditions as the Company's or such other holder's Common Stock (a Noteholder Piggyback Sale"), and (C) the Company shall otherwise take such reasonable actions as will enable such Noteholder to effect a Noteholder Piggyback Sale on such terms and conditions.
(ii) Subject to Section 6(b), the Company shall take such actions as shall be required under Rule 429 to cause the combined prospectus contained in such Noteholder Piggyback Registration Statement to permit the offer and sale of all Transfer Restricted Securities requested by such Noteholder within 15 20 days after the receipt of any such notice given by the Company pursuant to Section 6(a)(i), clause (which request shall specify the number of Registrable Securities intended A), to be disposed of covered by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registrationcombined prospectus; provided, however, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity any securities and prior to the effective date of the registration statement filed in connection with such registrationNoteholder Piggyback Registration Statement, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Noteholder and, thereupon, shall (i) in the case of a determination not to register, will be obligated relieved of any obligation to register cause any Registrable Transfer Restricted Securities in connection with to be covered by such registration (but shall nevertheless pay the Registration Expenses in connection therewith)combined prospectus, without prejudice, however, to the rights of any Noteholder to have its Transfer Restricted Securities continue to be included in the ▇▇▇▇▇ Stockholders that Shelf Registration Statement and (ii) in the case of a registration determination to delay registering, shall be effected under Section 1.1; andpermitted to delay causing any Transfer Restricted Securities to be covered by the combined prospectus for the same period as the delay in registering such other securities.
(ciii) if in connection with If the offering pursuant to such Noteholder Piggyback Registration Statement is to be underwritten, then each Noteholder making a registration request for a Noteholder Piggyback Sale pursuant to this Section 26(a) must participate in such underwritten offering and shall not be permitted to make any other offering in connection with such registration. If the offering pursuant to such Noteholder Piggyback Registration Statement is to be on any other terms, then each Noteholder making a request for a Noteholder Piggyback Sale pursuant to this Section 6(a) must participate in such offering on such basis and shall not be permitted to make an underwritten offering in connection with such registration. Each Noteholder shall be permitted to withdraw all or part of such Noteholder's Transfer Restricted Securities from coverage by a Noteholder Piggyback Registration Statement at any time prior to (but only prior to) the effective date thereof without prejudice to the rights of such Noteholder to have its Transfer Restricted Securities continue to be included in the Shelf Registration Statement.
(b) Notwithstanding anything contained herein, if the managing underwriter or underwriters of such registration (or, a sale or offering described in the case of an offering that is not underwritten, Section 6(a) pursuant to which a nationally recognized investment banking firm) Noteholder has requested a Noteholder Piggyback Sale shall advise the Company in writing that (with a copy to each holder x) the size of Registrable Securities requesting registration thereof) the offering that the number Noteholders, the Company and any other holders intend to make or (y) the kind of securities requested that one or more Noteholders, the Company and otherwise proposed such other holders intend to include in such offering are such that the success of the offering would be materially and adversely affected, then (A) if the size of the offering is the basis of such underwriter's advice, the amount of Transfer Restricted Securities to be offered for the account of any Noteholder shall be reduced to the extent necessary to reduce the total amount of securities to be included in such registration exceeds offering to the number amount recommended by such managing underwriter or underwriters; provided, however, that, if securities are being offered for the account of Persons other than the Company or such Noteholder, the proportion by which can the amount of such Transfer Restricted Securities intended to be sold offered for the account of any Noteholder is reduced shall not exceed the proportion by which the amount of such securities intended to be offered for the account of such Persons is reduced; and (B) if the combination of securities to be offered is the basis of such underwriter's advice (1) the Transfer Restricted Securities to be included in such offering without materially and adversely affecting shall be reduced as described in clause (A) above (subject to the offering price provision in clause (A)) or (2) if the actions described in sub-clause (1) of this clause (B) would, in the judgment of the securities being sold managing underwriter, be insufficient to eliminate the adverse effect that inclusion of the Transfer Restricted Securities requested to be included would have on such offering, such Transfer Restricted Securities will be excluded from such offering, but only if all shares of Common Stock are also excluded. Any reduction in such registration, then Transfer Restricted Securities to be included in an underwritten offering as contemplated by this Section 6(b) shall be without prejudice to the Noteholders' rights to have their Transfer Restricted Securities continue to be included in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Shelf Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Agreement.
Appears in 1 contract
Sources: Common Stock Registration Rights Agreement (Chesapeake Energy Corp)
Piggyback Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equityform), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; , provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders OTPP that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of OTPP and the Management Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; , provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1.
Appears in 1 contract
Sources: Registration Rights Agreement (Alliance Laundry Systems LLC)
Piggyback Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equityform), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderShareholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder Shareholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment bankerbanking firm) shall determine in good faith that the participation of such Management Stockholder Shareholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, provided that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders Founder Shareholders that a registration be effected under Section 1.1Sections 1.1 and 1.2; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the StockholdersShareholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder)Shareholder. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and discounts, commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Sections 1.1 or 1.2.
Appears in 1 contract
Sources: Registration Rights Agreement (Third Point Reinsurance Ltd.)
Piggyback Registrations. (a) If the Company at any time following the date of this Agreement, the Company proposes for any reason to register any shares of its equity securities Common Stock under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account (includingor for the account of any of its security holders, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equity), then the Company it shall at each such time promptly give prompt written notice to all holders the Holders of Registrable Securities regarding its intention to do so (but in no event less than thirty (30) days before the anticipated filing date). Such notice shall offer such proposed registration. Upon Holders the written request of any opportunity to register such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by as each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registrationHolder may request; provided, however, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder situation less than 10,000 shares of Registrable Securities requesting of a Holder.
(b) The Company shall use its reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the shares of Registrable Securities requested to be included in the registration thereof) that statement for such offering to be included (on the same terms and conditions as the Common Stock of the Company included therein to the extent appropriate). Notwithstanding the foregoing, if in the reasonable judgment of the managing Underwriter or Underwriters, due to the size of the offering which the Company or such other persons or entities intend to make, the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then, if the offering is by the Company for its own account or is an offering by other holders registering shares of Common Stock of the Company pursuant to demand registration rights, then the number of securities requested shares of Common Stock to be offered for the accounts of the Holders and otherwise proposed other holders registering shares of Common Stock of the Company pursuant to similar piggyback registration rights shall be reduced pro rata based on the relative percentage ownership of all shares of Common Stock then outstanding owned by the Holders and such other holders to the extent necessary to reduce the total number of shares of Common Stock to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid amount recommended by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1managing Underwriter or Underwriters.
Appears in 1 contract
Sources: Registration Rights Agreement (Safeguard Health Enterprises Inc)
Piggyback Registrations. If (a) Until the date on which all Registrable Shares are no longer Registrable Shares, if the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or any successor form, (iii) an offering of securities which are in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan, (iv) any registration statement filed by the Company relating to the offering of Common Stock for its own account as a combination result of debt and equitythe exercise of the exchange rights set forth in Section 7.4 of the Partnership Agreement (as defined in the Purchase Agreement), then or (v) any registration statement filed in connection with a demand registration other than pursuant to Section 2 of this Agreement; provided, however, that the exceptions in clauses (iv) and (v) shall not apply if underwritten offerings are proposed to be made under such registration statements) and the registration form to be used may be used for the registration of Registrable Shares, the Company shall will give prompt written notice to all holders Holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) Shares of its intention to register equity securities effect such a registration (each a "Piggyback Notice") and, subject to subparagraphs 3(b) and prior to the effective date of the registration statement filed in connection with such registration(c) below, the Company shall determine for any reason not will include in such registration all Registrable Shares with respect to register such equity securities, which the Company may, at its election, give has received written notice requests for inclusion therein within ten business days after the date of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration sending the Piggyback Notice (but shall nevertheless pay the Registration Expenses in connection therewitha "Piggyback Registration"), without prejudiceunless, however, to if the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2Piggyback Registration is an underwritten offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall underwriters advise the Company in writing (with a copy to each holder that in their opinion, the inclusion of Registrable Securities requesting Shares would materially adversely interfere with such offering, materially adversely affect the Company's securities in the public markets, or otherwise materially adversely affect the Company. Notwithstanding the foregoing, if the Registration pursuant to Section 2 is then in effect, the Company shall have no obligation to effect the registration thereofof Registrable Shares under this Section 3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion.
(b) If a Piggyback Registration is a primary registration on behalf of the Company and, if the Piggyback Registration is an underwritten offering, and the managing underwriters advise the Company in writing that in their opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the Company, the Company will include in such offering without materially and adversely affecting the offering price of registration (i) first, the securities being sold the Company proposes to sell and (ii) second, the Registrable Shares requested to be included in such Registration and any other securities requested to be included in such registration, then pro rata among the holders of Registrable Shares requesting such registration and the holders of such other securities on the basis of the number of Shares requested for inclusion in such registration by each such holder.
(c) If a Piggyback Registration is a secondary registration on behalf of holders of the case Company's securities other than the Holders of any Registrable Shares, and, if the Piggyback Registration is an underwritten offering, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested to be included in such registration pursuant exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to this Section 2the Holders initially requesting such registration, the Company shall will include in such registration the securities requested to be included therein by the extent holders requesting such registration and the Registrable Shares requested to be included in such registration, pro rata among the holders of securities requesting such registration on the basis of the number which the Company is so advised can be sold of Shares requested for inclusion in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned registration by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1holder.
Appears in 1 contract
Sources: Registration Rights Agreement (Ashford Hospitality Trust Inc)
Piggyback Registrations. If (a) In addition to the agreements relating to the Shelf Registration Statement the Company agrees as follows:
(i) If at any time the Company proposes to register any of its equity securities file an additional registration statement under the Securities Act with respect to an offering of Common Stock (x) for its the Company's own account (including, but not limited to, a Shelf Registration Statement, but other than except pursuant to (i) a registration registrations on Form S-4 or any successor form, or Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) or (iiy) a registration for the account of securities which are a combination any holders of debt and equity)Common Stock other than the Certificate Holder, then (A) the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon filing to the written Certificate Holder as soon as practicable (but in no event less than 30 days before the anticipated filing date), (B) such notice shall offer the Certificate Holder, subject to the terms and conditions hereof, the opportunity to request that such actions be taken under Rule 429 under the Act ("Rule 429") as shall cause the prospectus contained in such additional registration statement (a "Piggyback Registration Statement") to be available to permit the offer and sale, at the Certificate Holder's election, of any some or all of the Transfer Restricted Securities owned by the Certificate Holder on the same terms and conditions as the Company's or such holder made other holder's Common Stock (a "Piggyback Sale"), and (C) the Company shall otherwise take such reasonable actions as will enable the Certificate Holder to effect a Piggyback Sale on such terms and conditions.
(ii) Subject to Section 6(b), the Company shall take such actions as shall be required under Rule 429 to cause the combined prospectus contained in the Piggyback Registration Statement to permit the offer and sale of all Transfer Restricted Securities requested by the Certificate Holder within 15 20 days after the receipt of any such notice given by the Company pursuant to Section 6(a)(i), clause (which request shall specify the number of Registrable Securities intended A), to be disposed of covered by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registrationcombined prospectus; provided, however, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity any securities and prior to the effective date of the registration statement filed in connection with such registrationPiggyback Registration Statement, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities the Certificate Holder and, thereupon, shall (i) in the case of a determination not to register, will be obligated relieved of any obligation to register cause any Registrable Transfer Restricted Securities in connection with to be covered by such registration (but shall nevertheless pay the Registration Expenses in connection therewith)combined prospectus, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that Certificate Holder to have its Transfer Restricted Securities continue to be included in the Shelf Registration Statement and (ii) in the case of a registration determination to delay registering, shall be effected under Section 1.1; andpermitted to delay causing any Transfer Restricted Securities to be covered by the combined prospectus for the same period as the delay in registering such other securities.
(ciii) if in connection with If the offering pursuant to such Piggyback Registration Statement is to be underwritten, then the Certificate Holder making a registration request for a Piggyback Sale pursuant to this Section 26(a) must participate in such underwritten offering and shall not be permitted to make any other offering in connection with such registration. If the offering pursuant to such Piggyback Registration Statement is to be on any other terms, then the Certificate Holder making a request for a Piggyback Sale pursuant to this Section 6(a) must participate in such offering on such basis and shall not be permitted to make an underwritten offering in connection with such registration. The Certificate Holder shall be permitted to withdraw all or part of the Certificate Holder's Transfer Restricted Securities from coverage by a Piggyback Registration Statement at any time prior to (but only prior to) the effective date thereof without prejudice to the rights of the Certificate Holder to have its Transfer Restricted Securities continue to be included in the Shelf Registration Statement.
(b) Notwithstanding anything contained herein, if the managing underwriter or underwriters of such registration (or, a sale or offering described in Section 6(a) pursuant to which the case of an offering that is not underwritten, Certificate Holder has requested a nationally recognized investment banking firm) Piggyback Sale shall advise the Company in writing that (with a copy to each holder x) the size of Registrable Securities requesting registration thereof) the offering that the number Certificate Holder, the Company and any other holders intend to make or (y) the kind of securities requested that the Certificate Holder, the Company and otherwise proposed such other holders intend to include in such offering are such that the success of the offering would be materially and adversely affected, then (A) if the size of the offering is the basis of such underwriter's advice, the amount of Transfer Restricted Securities to be offered for the account of the Certificate Holder shall be reduced to the extent necessary to reduce the total amount of securities to be included in such registration exceeds offering to the number amount recommended by such managing underwriter or underwriters; provided, however, that, if securities are being offered for the account of Persons other than the Company or the Certificate Holder, the proportion by which can the amount of such Transfer Restricted Securities intended to be sold offered for the account of the Certificate Holder is reduced shall not exceed the proportion by which the amount of such securities intended to be offered for the account of such Persons is reduced; and (B) if the combination of securities to be offered is the basis of such underwriter's advice (1) the Transfer Restricted Securities to be included in such offering without materially and adversely affecting shall be reduced as described in clause (A) above (subject to the offering price provision in clause (A)) or (2) if the actions described in sub-clause (1) of this clause (B) would, in the judgment of the securities being sold managing underwriter, be insufficient to eliminate the adverse effect that inclusion of the Transfer Restricted Securities requested to be included would have on such offering, such Transfer Restricted Securities will be excluded from such offering, but only if all shares of Common Stock are also excluded. Any reduction in such registration, then Transfer Restricted Securities to be included in an underwritten offering as contemplated by this Section 6(b) shall be without prejudice to the Certificate Holder's rights to have the Transfer Restricted Securities continue to be included in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Shelf Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Agreement.
Appears in 1 contract
Sources: Common Stock Registration Rights Agreement (Chesapeake Energy Corp)
Piggyback Registrations. (a) If the Company at any time proposes or is required (pursuant to registration rights of an Existing Holder pursuant to the Existing Registration Rights Agreement or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of securities which are a combination of debt and equitySpecial Registration Statement), then the Company shall give prompt written notice of its intention to all holders do so to each of the Bisnode Holders of record of Bisnode Registrable Securities, (x) at least ten (10) Business Days prior to the filing of any registration statement under the Securities regarding Act or, (y) in the case of a demand registration pursuant to Section 2.1 of the Existing Registration Rights Agreement, no later than five (5) Business Days after the filing of a registration statement pursuant to such proposed registration. demand registration request (or, in the case of a request for the filing of an Automatic Shelf Registration Statement, three (3) Business Days after receipt of such demand registration request).
(b) Upon the written request of any such holder Bisnode Holder desiring to have Bisnode Registrable Securities registered under this Section 2.1 (a “Piggyback Request”), made within 15 days after three (3) Business Days following the receipt of any such written notice from the Company pursuant to Section 2.2(a) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Bisnode Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.1(e), 2.2 and 2.5 hereof, use its reasonable best efforts to effect cause all such Bisnode Registrable Securities, the Bisnode Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Bisnode Holders (in accordance with the intended method of such distribution thereof) of the Bisnode Registrable Securities on to be so registered, including, if necessary, by filing with the SEC a pro rata basis post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto (based the “Piggyback Registration”).
(c) There is no limitation on the number of shares Piggyback Requests that may be made by Bisnode Holders pursuant to the preceding sentence which the Company is obligated to effect. Notwithstanding the foregoing, if an Investor Shareholder wishes to engage in a Block Trade off of Registrable Securities owned by each such Stockholder) a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), the Bisnode Holders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in accordance connection with such intended method or methods of disposition; provided that:Block Trade.
(ad) The Company, subject to Sections 2.2 and 2.5, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, such inclusion shall not include Registrable Securities in such proposed registration be permitted only to the extent that it is pursuant to, and subject to, the Board terms of the underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall have determinedbe entitled to receive notice of, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant or to this Section 2 elect to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwrittenparticipate in, a nationally recognized investment banker) shall determine Block Trade or any Shelf Registration Statement and prospectus to be used in good faith that the participation of connection with such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;Block Trade.
(be) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Bisnode Holders of record of Bisnode Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Bisnode Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Bisnode Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Bisnode Registrable Securities for the same period as the delay in registering such other equity securities.
(cf) if Any Bisnode Holder shall have the right to withdraw its request for inclusion of its Bisnode Registrable Securities in connection with a any registration statement pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing (with a copy prior to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price earlier of the securities being sold in execution of the underwriting agreement or the execution of the custody agreement with respect to such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis .
(based on the number of shares of Registrable Securities owned by each such Stockholder). g) The Company shall pay use commercially reasonable efforts to maintain the effectiveness of the registration statement relating to any Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Bisnode Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1statement have actually been sold.
Appears in 1 contract
Sources: Registration Rights Agreement (Dun & Bradstreet Holdings, Inc.)
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) registrations solely of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration on merger, consolidation or reorganization subject to Form S-4 or S-8 or any successor form S-4, or (ii) a Demand Registration under Section 2.1) pursuant to a registration of securities which are a combination of debt and equitystatement on Form SB-1, Form SB-2, Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof) the Company shall, subject to Sections 2.2(b), the Company shall 2.3 and 2.6 hereof, use its best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof to be registered under the Securities Act of such Registrable Securities on a pro rata basis (based on together with the number of shares of Registrable Securities owned securities which the Company at the time proposes to register), to permit the sale or other disposition by each such Stockholder) the Holders (in accordance with such the intended method or methods of disposition; provided that:
(adistribution thereof) (iof the Registrable Securities to be so registered. No registration effected under this Section 2.2(a) shall relieve the Company shall not include Registrable Securities in such proposed registration of its obligations to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this effect Demand Registrations upon request under Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;2.1.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw, provided, however, that (i) such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (orii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 1 contract
Piggyback Registrations. If the Company (a) If, at any time following the Equity Offering, the Company proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration on Form S-4 merger, consolidation or S-8 or any successor form acquisition or (ii) a Demand Registration pursuant to Section 5.1) on a registration of securities which are a combination of debt and equitystatement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall use its best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register) to permit the sale or other disposition by such Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on to be so registered (such registration, a pro rata basis (based "Piggyback Registration"). There is no limitation on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) Piggyback Registrations pursuant to the preceding sentence that the Company is obligated to effect. No registration effected under this Section 5.2(a) shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) relieve the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant its obligations to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;effect Demand Registrations.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and5.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 25.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.
(d) If the managing underwriter of such registration (or, in the case of an any underwritten offering that is not underwritten, a nationally recognized investment banking firm) shall advise inform the Company in writing (with a copy to each holder by letter of Registrable Securities requesting registration thereof) its belief that the number of securities Registrable Securities requested and otherwise proposed to be included in a registration under this Section 5.2 would materially adversely affect such registration exceeds offering, then the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold Company will include in such registration, then in the case of any registration pursuant to this Section 2first, the securities proposed by the Company shall include to be sold for its own account, second, the Registrable Securities and all other securities of the Company to be included in such registration to the extent of the number which and type, if any, that the Company is so advised can be sold in (or during the time of) such offering without such material adverse effectoffering, first, pro rata among the securities, if any, being sold by Holders on the Company, and second, the Registrable Securities basis of the Stockholders, on a pro rata basis (based on the relative number of shares of Registrable Securities owned requested to be registered pursuant to Section 5.2(a) by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its Holder and, third, pro rata share (based on among the number holders of Registrable Securities included in such offering) any other securities of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation with respect to effect registrations under Section 1.1which the holders thereof are entitled to and desire "Piggy-back" or similar registration rights.
Appears in 1 contract
Sources: Stockholders Agreement (Bronfman Charles Rosner Discretionary Trust)
Piggyback Registrations. If the Company Buyer at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than including pursuant to a demand of any stockholder of the Buyer exercising registration rights) for sale to the public (i) a except with respect to registration statements on Form S-4 or S-8 or any successor another form or (ii) a registration of securities which are a combination of debt and equitynot available for registering the Registrable Securities for sale to the public), then the Company shall each such time it will give prompt written notice to all holders of Registrable Securities regarding such proposed registrationSellers. Upon the written request of any of such holder made Sellers of the Registrable Securities given within 15 twenty (20) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods Sellers of disposition thereof)such notice, the Company shall Buyer will, subject to the limits contained in this Section 3.3, use its best efforts to effect the registration cause all such Registrable Securities of said requesting Sellers to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent requisite to permit such sale or other disposition by such Seller; provided, however, that if the Buyer is advised in writing in good faith by any managing underwriter of the Buyer's securities being offered in a public offering pursuant to such Registrable Securities on a pro rata basis registration statement that the amount to be sold by sellers other than the Buyer (based on collectively, "Selling Stockholders") is greater than the number amount which can be offered without adversely affecting the offering, the Buyer may reduce the amount offered for the accounts of Selling Stockholders (including sellers of shares of Registrable Securities owned Securities) pursuant to a contractual, incidental "piggy back" right to include such securities in a registration statement to a number deemed satisfactory by each such Stockholder) in accordance with such intended method or methods of dispositionmanaging underwriter; provided that:
(a) further, that no reduction shall be made in the amount of Registrable Securities offered for the accounts of the Sellers unless such reduction is imposed pro rata with respect to (i) all securities whose sellers have a contractual, incidental "piggy back" right to include such securities in the Company shall not include Registrable Securities in registration statement as to which inclusion has been requested pursuant to such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price right and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price executive officer of the securities being sold in such registrationBuyer; providedand provided further, that in there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (x) any seller thereof, other than any executive officer of the event of Buyer, not having any such determination under clause contractual, incidental or "piggyback" registration rights and (iy) or (ii)any seller thereof having contractual, the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities incidental registration rights subordinated 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, junior to the rights of the ▇▇▇▇▇ Stockholders that a Sellers. Notwithstanding the foregoing provisions, the Buyer may withdraw any registration be effected under Section 1.1; and
(c) if statement referred to in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering 3.3 without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of thereby incurring any registration pursuant to this Section 2, the Company shall include in such registration liability to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1Sellers.
Appears in 1 contract
Piggyback Registrations. If (a) Each time the Company at any time proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for its own sale to the public (whether for the account (including, but not limited to, a Shelf Registration Statement, but other than pursuant of the Company or the account of any securityholder of the Company) and the form of registration statement to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a be used permits the registration of securities which are a combination of debt and equity)Registrable Securities, then the Company shall give prompt written notice to all holders each Holder of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request notice shall specify be given not less than 10 days prior to the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofanticipated filing date), the Company which notice shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by offer each such Stockholder) in accordance with such intended method Holder the opportunity to include any or methods all of disposition; provided that:
(a) (i) the Company shall not include its or his Registrable Securities in such proposed registration statement, subject to the extent that the Board shall limitations contained in Section 2.2(b) hereof. Each Holder who desires to have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include its or his Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold included in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall so advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that stating the number of securities requested and otherwise proposed shares desired to be included registered) within five days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration statement pursuant to this Section 22.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2(b) below, the Company shall include in such registration statement all such Registrable Securities so requested to the extent of the number which be included therein; provided, however, that the Company is so advised can may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be sold in such registered. For the avoidance of doubt, any registration or offering without such material adverse effect, first, the securitiespursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement.
(b) With respect to any registration pursuant to Section 2.2(a), if any, being sold by the Company, and second, managing underwriter advises the Registrable Securities of Company that the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration inclusion of Registrable Securities requested to be included in the Registration Statement will materially and adversely affect the price or success of the offering (a “Material Adverse Effect”), the Company will be obligated to include in the Registration Statement (after all such shares for its own account), as to each Requesting Holder, only a portion of the shares such Holder has requested be registered equal to the product of: (i) the ratio which such Holder’s requested shares bears to the total number of shares requested to be included in such Registration Statement by all Persons (including Holders) who have requested (pursuant to this Section 2Agreement or other contractual registration rights) that their shares be included in such Registration Statement; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (bii) its pro rata share (based on the maximum number of Registrable Securities included that the managing underwriter advises may be sold in an offering covered by the Registration Statement without a Material Adverse Effect. If, as a result of the provisions of this Section 2.2(b), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such offeringRegistration Statement. No Person may participate in any Registration Statement pursuant to Section 2.2(a) unless such Person (i) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to (A) make any representations or warranties in connection with any such registration other than representations and warranties as to (1) such Person’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all underwriting discounts liens, claims and commissions encumbrances, (2) such Person’s power and authority to effect such transfer taxes, if any. No registration effected under this Section 2 shall relieve and (3) such matters pertaining to compliance with securities laws as may be reasonably requested or (B) undertake any indemnification obligations to the Company from its obligation to effect registrations under or the underwriters with respect thereto except as otherwise provided in Section 1.12.7.
Appears in 1 contract
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a registration on Form S-4 merger or S-8 or any successor form consolidation or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equitystatement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders of Registrable Securities regarding such proposed registrationdo so to the Stockholder. Upon the written request of any such holder the Stockholder, made within 15 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities Eligible Shares intended to be disposed of by such holder the Stockholder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its best efforts to effect cause all such Eligible Shares that the Stockholder requested the registration thereof, to be registered under the Securities Act of such Registrable Securities on a pro rata basis (based on with the number of shares of Registrable Securities owned securities which the Company at the time proposes to register) to permit the sale or other disposition by each such Stockholder) the Stockholder (in accordance with such the intended method or methods of disposition; provided that:
(adistribution thereof) (i) the of Eligible Shares to be so registered. The Company shall not include Registrable Securities in such proposed registration is obligated to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration effect no more than two piggyback registrations pursuant to this Section 2 to 2.2, each of such registrations being for a minimum of 250,000 of the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment bankerEligible Shares. No registration effected under this Section 2.2(a) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), relieve the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;its obligation to effect a Demand Registration.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder the Stockholder and (i) in the case of Registrable Securities and, thereupona determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities Eligible Shares in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Stockholder under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Eligible Shares requested by the Stockholder to be included therein for the same period as the delay in registering such other equity securities.
(c) if The Stockholder shall have the right to withdraw its request for inclusion of its Eligible Shares in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, the managing underwriter of such registration (or, Stockholder shall no longer have any right to include Eligible Shares in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 1 contract
Piggyback Registrations. If (a) If, at any time, the Company at any time proposes or is required to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than with respect to the IPO or pursuant to (i) registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan, a registration on Form S-4 merger or S-8 consolidation or any successor form other transaction under Rule 145 of the Securities Act or (ii) a Demand Registration under Section 2.1) on a registration of securities which are a combination of debt and equitystatement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), then whether or not for its own account, the Company shall give prompt written notice of its intention to all holders do so to each of the Holders of record of Registrable Securities regarding such proposed registrationSecurities. Upon the written request of any such holder Holder, made within 15 10 days after following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition distribution thereof), the Company shall shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its best efforts to effect cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by the Holders (in accordance with the intended method of such distribution thereof) of the Registrable Securities on a pro rata basis (based to be so registered. There is no limitation on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration effected under this Section 2.2(a) shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) relieve the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant its obligations to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;effect Demand Registrations.
(b) ifIf, at any time after giving written notice (pursuant to this Section 2) of its intention to register any equity securities 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 or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each holder all Holders of record of Registrable Securities and, thereuponand (i) in the case of a determination not to register, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)abandoned registration, without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected Holders under Section 1.1; and2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(c) if Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with a any registration statement pursuant to this Section 22.2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the managing underwriter earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (orii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy registration as to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in which such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 2, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation to effect registrations under Section 1.1withdrawal was made.
Appears in 1 contract
Piggyback Registrations. (a) Subject to Sections 3(b) and (c), if, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (an “Issuer Filing”), other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within five (5) Trading Days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 3(a) that are eligible for resale without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.
(b) If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to (ias contemplated by Section 3(a) a registration on Form S-4 or S-8 or any successor form or (ii) a registration of and such securities which are a combination of debt and equity), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method distributed in an underwritten offering through one or methods of disposition thereof)more underwriters, the Company shall shall, if requested by any Holders pursuant to Section 3(a), use its reasonable best efforts to effect arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such registration under all the Securities Act of such Registrable Securities on a pro rata basis (based on to be offered and sold by such Holders among the number securities of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall not include Registrable Securities in to be distributed by such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold underwriters in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities 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 equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and.
(c) if in connection with a registration pursuant to this Section 2, If the managing underwriter or underwriters of such registration (orany proposed underwritten offering including Registrable Securities pursuant to Section 3(a) informs the Company and each participating Holder that, in the case of an offering that is not underwrittenits or their opinion, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed which the participating Holders intends to be included include in such registration offering exceeds the number which can be sold in such offering without materially and adversely affecting being likely to have a significant adverse effect on the offering price price, timing or distribution of the securities being sold in such registrationoffered or the market for the securities offered, then in the case of any registration pursuant securities to this Section 2, the Company shall include be included in such registration shall be allocated pro rata among the participating Holders that have requested to the extent of the number which the Company is so advised can be sold participate in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of the Stockholders, on a pro rata basis (registration based on the relative number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant by each participating Holder to this Section 2; be included in such underwritten offering.
(d) No Person may participate in any underwritten offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements and all applicable securities laws. The participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that each seller any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such participating Holders. Any such participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such participating Holder, such participating Holder’s title to the Registrable Securities, such participating Holder’s authority to sell the Registrable Securities, such participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such participating Holder in connection with such underwriting agreement shall not exceed such participating Holder’s net proceeds from such underwritten offering.
(e) With respect to any underwritten offerings of Registrable Securities by the Holders, the Company agrees not to, and shall pay not be obligated to, effect any public sale or distribution, or to file any Registration Statement covering any of its equity securities or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed ten (a10) all Registration Expenses to days prior and sixty (60) days following the extent required effective date of such offering (or such lesser period that the managing underwriters in any underwritten offering permit). Notwithstanding the foregoing, the Company may effect the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in respect thereof to be paid by such seller under applicable law and (b) its pro rata share (based on the number offered to directors, employees, consultants, customers, lenders or vendors of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from or its obligation to effect registrations under Section 1.1Subsidiaries or in connection with dividend reinvestment plans.
Appears in 1 contract
Sources: Registration Rights Agreement (Cleveland Biolabs Inc)
Piggyback Registrations. If (a) Each time the Company at any time proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for its own sale to the public (whether for the account (including, but not limited to, a Shelf Registration Statement, but other than pursuant of the Company or the account of any securityholder of the Company) and the form of registration statement to (i) a registration on Form S-4 or S-8 or any successor form or (ii) a be used permits the registration of securities which are a combination of debt and equity)Registrable Shares, then the Company shall give prompt written notice to all holders each Holder of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice Shares (which request notice shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition; provided that:
(a) (i) the Company shall given not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that their inclusion would materially and adversely affect the offering price and (ii) the Company shall not include Registrable Securities of any Management Stockholder in any proposed registration pursuant to this Section 2 to the extent that the Board, in consultation with the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration; provided, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination in lieu of the notice otherwise required by the first sentence of this Section 2;
(b) if, at any time after giving written notice (pursuant to this Section 2) of its intention to register equity securities and less than 30 days prior to the effective date of such registration statement), which notice shall offer each such Holder the opportunity to include any or all of its or his Registrable Shares in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Shares included in such registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the ▇▇▇▇▇ Stockholders that a registration be effected under Section 1.1; and
(c) if in connection with a registration pursuant to this Section 2, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall so advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that stating the number of securities requested and otherwise proposed shares desired to be included in such registration exceeds statement) within 20 days after receipt of such notice from the number which can be sold Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration statement pursuant to this Section 22.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2(b) below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the extent Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.
(b) If the managing underwriter advises the Company in writing that the inclusion of Registrable Shares requested to be included in the registration statement would cause a Material Adverse Effect, the Company will be obligated to include in the registration statement, as to each Requesting Holder, only a portion of the shares such Holder has requested be registered with the maximum number which of shares that the Company is so advised can managing underwriter advises may be sold in such an offering without such material adverse effect, first, the securities, if any, being sold covered by the Companyregistration statement without a Material Adverse Effect, and second, the Registrable Securities of the Stockholders, on a allocated pro rata basis (based among the Requesting Holders on the number basis of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities Shares requested to be included in such offeringregistration statement by each such Requesting Holders. If as a result of the provisions of this Section 2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement. No Person may participate in any registration statement hereunder unless such Person (i) agrees to sell such person’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Person’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all underwriting discounts liens, claims and commissions encumbrances, (B) such Person’s power and transfer taxes, if any. No registration effected under this Section 2 shall relieve the Company from its obligation authority to effect registrations under Section 1.1such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangement shall be several, not joint and several, among such Persons selling Registrable Shares, and the liability of each such Person will be in proportion to the number of Registrable Shares sold pursuant to such underwriting arrangement, and provided, further, that such liability will be limited, to the net amount received by such Person from the sale of his or its Registrable Shares pursuant to such registration.
Appears in 1 contract