Underwriting in Demand Registration Sample Clauses

Underwriting in Demand Registration. 6 6.7 Blue Sky............................................................................. 7
Sample 1
AutoNDA by SimpleDocs
Underwriting in Demand Registration. If the Initiating Holders intend to distribute the Registrable Securities covered by their request for a Demand Registration by means of an underwriting, they will so advise the Company as part of their request for such registration, and the Company will include such information in the written notice to be provided to all other Holders. The right of any Holder to include its Registrable Securities in such registration is conditional upon such Holder’s participation in such underwriting (unless otherwise mutually agreed upon by the Initiating Holders) to the extent provided in this Agreement. All parties proposing to distribute their securities through such underwriting will (together with the Company as required under this Agreement) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company with the approval of the Initiating Holders. If such underwriter is not acceptable to the Initiating Holders, such Initiating Holders may select an underwriter or underwriters which are reasonably acceptable to the Company.
Sample 1Sample 2
Underwriting in Demand Registration. 16 7.6 Other Securities Laws in Demand Registration................... 17 7.7
Sample 1
Underwriting in Demand Registration. If CEI intends to distribute the Registrable Shares covered by the request by means of an underwriting, they shall so advise the Company, as a part of their request made pursuant to this Section 2(d). The Company shall (together with CEI) enter into an underwriting agreement with the representative of the underwriter or underwriters selected for such underwriting by CEI, with the approval of the Company, which approval shall not be unreasonably withheld. In the event the managing underwriter advises CEI in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the registration) require a limitation of the number of shares to be underwritten, then the Company will include in such registration, first Registrable Shares requested to be included in the registration by CEI, second securities proposed by the Company to be sold for its own account or for the account of others at the Company’s request, and third securities to be included in such registration pursuant to other holders holding registration rights. No Registrable Shares or other securities excluded from the underwriting by reason of this Section 2(d)(iv) shall be included in such Registration Statement.
Sample 1
Underwriting in Demand Registration. If the Initiating Holders intend to use an underwriter to distribute the Shares covered by their request, they shall so advise the Company in their request and the Company shall include such information in its written notice to the other Stockholders. In such event, the right of any Stockholder to registration pursuant to this Section 5.1 shall be conditioned upon such Stockholder's participation in such underwriting and the inclusion of all or part of such Stockholder's Shares in the underwriting, unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Stockholder. The Company shall enter into an underwriting agreement in customary form with an underwriter selected by the Stockholders holding a majority of the Shares proposed to be included in the underwriting, but subject to the approval of the Company which shall not be unreasonably withheld. The underwriting agreement may contain provisions regarding indemnification and contribution from the Company. Notwithstanding any other provision of this Section 5.1, if the underwriter advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares is to be included in the underwriting, then securities of the Company other than the Shares shall first be excluded from such registration to the extent required by such underwriting limitation. If a further limitation of the number of shares is still required, the Company shall so advise the Initiating Holders and the number of shares included in such underwriting and registration shall be allocated among the Stockholders requesting registration in proportion, as nearly as practicable, to the total number of shares held by such Stockholders at the time of the filing of the registration statement. If the number of Shares so excluded exceeds twenty percent (20%) of the number of Shares which the Stockholders have requested to be included in such registration, then the Initiating Holders shall be entitled, on behalf of the Stockholders, either (i) to require that the registration be deferred for such period of time as the Initiating Holders, the Company and the underwriter may mutually agree upon, but in no event for more than ninety (90) days from delivery of a written notice of the Initiating Holders to the Company requesting such delay, or (ii) to withdraw the registration request, in which case it shall not count as the Stockholders, one demand registration. If any Sto...
Sample 1
Underwriting in Demand Registration. ‌ If Xx Xxxxxx intends to distribute Voting Shares covered by its request for a Demand Registration by means of an underwriting, it will so advise Endeavour as part of its request for such Demand Registration. Xx Xxxxxx will (together with Endeavour as required under this Agreement) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Xx Xxxxxx in consultation with Endeavour, it being acknowledged that the underwriter or underwriters so selected and approved must be of nationally recognized standing in Canada. Endeavour will also take all such other actions as Xx Xxxxxx or the underwriters reasonably request in order to expedite or facilitate the disposition of Xx Xxxxxx'x Voting Shares.
Sample 1
Underwriting in Demand Registration. If the Holder intends to distribute Voting Securities covered by its request for a Demand Registration by means of an underwriting, it will so advise the Corporation as part of its request for such Demand Registration. The Holder will (together with the Corporation as required under this Agreement) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holder in consultation with the Corporation, it being acknowledged that the underwriter or underwriters so selected and approved must be of nationally recognized standing in Canada. The Corporation will also take all such other actions as the Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of the Holder’s Voting Securities.
Sample 1
AutoNDA by SimpleDocs
Underwriting in Demand Registration 
Sample 1Sample 2Sample 3See All (193)

Related to Underwriting in Demand Registration

  • Demand Registration After the earlier of the first anniversary ------------------- of the Initial Public Offering Date and May 15, 1997, upon receipt of the written request of one or more Registration Rights Holders (as defined in section 12.2) (the "Initiating Holders") that the Company effect the registration under the 1933 Act of all or part of such Initiating Holders' Shares having a current per share market price of not less than $50,000,000 (a "Demand Request"), the Company shall promptly give written notice of such Registration Request to all other Registration Rights Holders, if any, and thereafter shall use all reasonable efforts to file a registration statement on a form to be selected by the Company and to effect the registration under the 1933 Act of the Shares designated in the Demand Request (a "Demand Registration") and all other Shares the Company has been requested to register by any other Registration Rights Holders entitled to request registration pursuant to section 10.2 (the "Other Holders") by written request given to the Company within 15 calendar days after the giving of such written notice by the Company. The Company shall be obligated to effect three Demand Registrations; however, notwithstanding anything to the contrary in this agreement, if, for any reason (other than the fault of any Registration Rights Holder), the registration fails to become effective and provide for the distribution of all the Shares specified in the Demand Request, or the effectiveness is not maintained for at least 60 days in accordance with section 10.4(e) or the Company fails to perform all its obligations under this section 10.1 with respect to that registration, that Demand Registration shall not reduce the number of Demand Registrations the Company was required to effect under this section 10.1 prior to that Demand Registration. The Company's obligations under this section 10.1 shall terminate on the earlier of the tenth anniversary of this agreement and the first date on which the Fraction is less than one-tenth, and the Company shall not be obligated to effect more than one Demand Registration in any period of 365 days.

Time is Money Join Law Insider Premium to draft better contracts faster.