Selling Holders. Holders of Registrable Securities who seek to sell --------------- such securities under any Registration Statement.
Selling Holders. As soon as reasonably practicable following the date of this Agreement, the Company shall file a prospectus supplement to its existing Shelf Registration Statement (the “Initial Prospectus Supplement”) naming WFLP as a Selling Holder under such Shelf Registration Statement in such a manner as to permit WFLP to deliver a prospectus to purchasers of Registrable Securities in accordance with applicable law. In the event that another Shelf Registration Statement is filed after the date of this Agreement as provided under Section 2.1(a), as promptly as practicable (but no later than thirty (30) days) after the time the Shelf Registration Statement becomes or is declared effective, WFLP (and, if applicable, any other Holder) shall be named as a Selling Holder in the Shelf Registration Statement, or in a prospectus supplement thereto, in such a manner as to permit such Holder to deliver a prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after the filing of the Initial Prospectus Supplement or the effectiveness of a new Shelf Registration Statement, upon the written request of any Holder, the Company shall file a supplement to such prospectus or amendment to the Shelf Registration Statement to name such Holder as a Selling Holder therein and shall use reasonable best efforts to cause any post-effective amendment to such Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Unless the Company and each Holder shall consent in writing, no party, other than a Holder, shall be a Selling Holder under the Shelf Registration Statement.
Selling Holders. The Common Units being offered by the selling holders are those issuable upon conversion of the Series A Preferred Units. We are registering the Common Units in order to permit the selling holders to offer the Common Units for resale from time to time. Except for the ownership of the Series A Preferred Units and , the selling holders have not had any material relationship with us within the past three years. The table below lists the selling holders and other information regarding the beneficial ownership of the Common Units. The second column lists the number of Common Units beneficially owned by each selling holder, based on its ownership of the Series A Preferred Units, as of , 2016, assuming conversion of all Series A Preferred Units held by the selling holders on that date, without regard to any limitations on conversions and/or redemptions of the Series A Preferred Units. The third column lists the Common Units being offered by this prospectus by the selling holders. In accordance with the terms of a registration rights agreement with the holders of the Series A Preferred Units, this prospectus generally covers the resale of all of 130% of the maximum of the sum of (i) the Common Units issued and issuable pursuant to the Series A Preferred Units and (ii) the Common Units issued and issuable pursuant to the PIK Units, each as of the Trading Day immediately preceding the date the registration statement is initially filed with the Commission, subject to adjustment as provided in the registration rights agreement and in each case without regard to any limitations on the issuance of Common Units pursuant to the terms of the Series A Preferred Units. Because the conversion price of the Series A Preferred Units may be adjusted, the number of Common Units that will actually be issued may be more or less than the number of Common Units being offered by this prospectus. The fourth column assumes the sale of all of the Common Units offered by the selling holders pursuant to this prospectus. Under the terms of the Series A Preferred Units, a selling shareholder may not convert the Series A Preferred Units, to the extent such conversion would cause such selling shareholder, together with its affiliates, to beneficially own a number of Common Units which would exceed 9.99% of our then outstanding Common Units following such conversion, excluding for purposes of such determination Common Units issuable upon conversion of the Series A Preferred Units which have not ...
Selling Holders. Notwithstanding the foregoing, in no event shall (i) without the consent of Holders of at least fifty percent (50%) of the Registrable Securities, the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below fifteen percent (15%) of the total number of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other shareholder’s securities are included in such offering without the consent of Holders of at least fifty percent (50%) of the Registrable Securities (the foregoing being the “cutback provisions”). If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single Holder, and any pro rata reduction with respect to such Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Holder, as defined in this sentence.
Selling Holders. A Holder is deemed to be a "Selling Holder" of Registrable Securities whenever such Holder exercises its rights to register its Registrable Securities pursuant to this Agreement.
Selling Holders. To the extent permitted by law, each selling Holder of Investors' Registrable Securities will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors or officers or any person who controls such Holder within the meaning of the Securities Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the indemnity agreement contained in this subsection 2.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and PROVIDED FURTHER, that the total amounts payable in indemnity by a Holder under this Section 2.8(b) in respect of any Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises. NOTICE. Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commenc...
Selling Holders. See Section 6(a).