Common use of Selection of Underwriters; Priority for Demand Registrations Clause in Contracts

Selection of Underwriters; Priority for Demand Registrations. In the event the Requesting Holders intend to distribute the securities covered by the Demand Request by means of an underwriting, they shall so advise the Company as part of the Demand Request and the Company shall include such information in the Request Notice. The managing underwriter for such underwriting shall be one or more reputable nationally recognized investment banks selected by Requesting Holders owning a majority of the securities included in such Registration Statement subject to the approval of the Company, which approval shall not be unreasonably withheld, delayed or conditioned. In such event, the right of any holder of Registrable Securities to include such holder’s securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s securities in the underwriting to the extent provided in this Section 5.1. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Icagen, Inc.), Securities Purchase Agreement (Caldera Pharmaceuticals Inc)

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Selection of Underwriters; Priority for Demand Registrations. (i) In the event that the Requesting Holders intend to distribute the securities Registrable Securities covered by the Demand Request by means of an underwriting, they shall so advise the Company as part of the Demand Request and the Company shall include such information in the Request Notice. The managing underwriter for such underwriting shall be one or more reputable nationally recognized investment banks selected by Requesting Participating Holders owning a majority of the securities Registrable Securities included in such Registration Statement (a “Majority in Interest of the Participating Holders”) subject to the approval of the Company, which approval shall not be unreasonably withheld, delayed or conditioned. In such event, the right of any holder of Registrable Securities Holder to include such holderHolder’s securities Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such holderHolder’s securities Registrable Securities in the underwriting to the extent provided in this Section 5.12(c). All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Appears in 2 contracts

Samples: Registration Rights Agreement (Satelites Mexicanos Sa De Cv), Registration Rights Agreement (Satelites Mexicanos Sa De Cv)

Selection of Underwriters; Priority for Demand Registrations. (i) In the event that the Requesting Holders intend to distribute the securities Registrable Securities covered by the Demand Request by means of an underwriting, they shall so advise the Company as part of the Demand Request and the Company shall include such information in the Request Notice; provided, that in such event only Registrable Securities that are held by the Participating Holders may be included in such registration, unless a Majority in Interest of the Participating Holders (as defined below) shall otherwise agree. The managing underwriter for such underwriting shall be one or more reputable nationally recognized investment banks selected by Requesting Holders Selling Shareholders owning a majority of the securities Registrable Securities included in such Registration Statement (a “Majority in Interest of the Participating Holders”), subject to the approval of the Company, which approval shall not be unreasonably withheld, delayed or conditioned. In such event, the right of any holder of Registrable Securities Holder to include such holderHolder’s securities Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such holderHolder’s securities Registrable Securities in the underwriting to the extent provided in this Section 5.12.01(d). All holders of Registrable Securities If requested by the underwriters, the Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement with the underwriter selected for such underwriting in customary form with and reasonably satisfactory in form and substance to the underwriter(s) selected for such underwritingHolders of a Majority in Interest of Participating Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Mazor Robotics Ltd.)

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Selection of Underwriters; Priority for Demand Registrations. (i) In the event the Requesting Holders intend to distribute the securities Registrable Securities covered by the Demand Request by means of an underwriting, they shall so advise the Company as part of the Demand Request and the Company shall include such information in the Request Notice. The managing underwriter for such underwriting shall be one or more reputable nationally recognized investment banks selected by Requesting Holders owning a majority of the securities Registrable Securities included in such Registration Statement (a “Majority in Interest of the Requesting Holders”) subject to the approval of the Company, which approval shall not be unreasonably withheld, delayed or conditioned. In such event, the right of any holder of Registrable Securities Holder to include such holderHolder’s securities Registrable Securities in such registration shall be conditioned upon such holderHolder’s participation in such underwriting and the inclusion of such holderHolder’s securities Registrable Securities in the underwriting to the extent provided in this Section 5.12.2(c). All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Appears in 1 contract

Samples: Adoption Agreement (Heat Biologics, Inc.)

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