Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (CareDx, Inc.), Investors’ Rights Agreement (CareDx, Inc.), Investors’ Rights Agreement (CareDx, Inc.)
Underwriting. In If the event that a registration pursuant Initiating Holders intend to this Section 2.2 is for a registered public offering involving distribute the ------------ Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of the notice given their request made pursuant to Section 2.2(a)5, and the Company shall include such information in the written notice referred to in Section 5(a)(i) above. In such event, the The right of any Holder to registration pursuant to this Section 2.2 5 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder with respect to the extent requested shall be limited such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities he holds. If officers or directors of the Company shall request inclusion of securities of the Company other than Registrable Securities in any registration pursuant to Section 5, or if holders of securities of the Company who are entitled by contract with the Company to have securities included in such a registration (such officers, directors, and other shareholders being collectively referred to as the "Other Shareholders") request such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such Other Shareholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Agreement. The Company shall, shall (together with all Participating Holders, Holders and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters (the "Underwriter") selected for such underwriting by more than fifty percent (50%) of the Company Initiating Holders and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company. Notwithstanding any other provision of this Section 2.25, if the managing underwriter advises the Company in writing Underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than fifty percent (50%) of the securities which Holders have requested be included therein. The Company shall so advise all Holders holders of Registrable Securities securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders thereof of Registrable Securities requesting inclusion (and pro rata among such holders on the basis of all Registrable Securities then held by such holders); and second, among all Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by securities which they had requested to be included in such Holders registration at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesstatement. If any Holder of Registrable Securities or Other Shareholder disapproves of the terms of the any such underwriting, such Holder holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating HoldersUnderwriter. The Any Registrable Securities and/or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such . If the Underwriter has not limited the number of Registrable Securities shall not or other securities to be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registrationunderwritten, the Company shall offer to all persons retaining may include its securities for its own account in such registration if the right to include securities in underwriter so agrees and if the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by and other securities which would otherwise have been included in such Participating Holders at the time of filing the registration statementand underwriting will not thereby be limited.
Appears in 4 contracts
Samples: Registration Rights Agreement (Inventa Technologies Inc), Registration Rights Agreement (Inventa Technologies Inc), Shareholders Agreement (Inventa Technologies Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a6(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter Underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.26, if the managing underwriter advises the Company in writing Underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, then and (a) if such registration is the first registered offering of the Company's securities to the public, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto, and (b) if such registration is other than the first registered offering of the sale of the Company's securities to the public, the Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the secondary portion of the registration and underwriting to not less than fifty percent (50%) of the securities which Holders have requested be included therein. The Company shall so advise all Holders holders of Registrable Securities securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, to Holders of Registrable Securities (and pro rata among such holders on the basis of all Registrable Securities then held by such holders); and second, among all Holders thereof Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by securities which they had requested to be included in such Holders registration at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesstatement. If any Holder of Registrable Securities or Other Shareholder disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating HoldersUnderwriter. The Any Registrable Securities and/or or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Inventa Technologies Inc), Management Rights Agreement (Inventa Technologies Inc), Shareholders Agreement (Inventa Technologies Inc)
Underwriting. In Rosensaft shall have the event that a registration pursuant right to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part include any or all of the notice given pursuant to Section 2.2(a). In UTTC Shares in any underwriting of UTTC Common Stock, provided, however, that such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon Rosensaft's requesting inclusion of such Holder’s participation UTTC Shares in the underwriting arrangements required by this Section 2.2, and that the subsequent inclusion of such Holder’s Registrable Securities UTTC Shares in the underwriting to the extent requested shall be limited to on the extent terms and conditions provided herein. The Company shallIn agreeing to distribute the UTTC Shares through such underwriting, Rosensaft shall (together with all Participating Holders, UTTC and the other holders distributing their UTTC Common Stock through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersUTTC. Notwithstanding any other provision of Section 3.1 or this Section 2.23.2, if in the event that the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and on the number of shares of Registrable Securities UTTC Common Stock to be sold, then UTTC will be required to include in such offering only that number of shares of UTTC Common Stock which it is so advised should be included in such offering. The UTTC Common Stock proposed by UTTC to be sold shall have the first priority and all other shares of UTTC Common Stock, including the UTTC Shares and any other shares of UTTC Common Stock in which registration rights have been requested (the "Selling Shareholders' Shares"), shall be given a second priority without preference among the relevant holders. If less than all of the Selling Shareholders' Shares are to be included in the offering, such shares shall be included in the offering pro rata based on the total number of shares sought to be offered other than for issuance by UTTC. No person may participate in any offering hereunder unless such person (x) agrees to sell such person's UTTC Common Stock on the basis provided in any underwriting arrangements approved by UTTC and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. If market conditions force UTTC to limit the number of shares of UTTC Common Stock to be sold, UTTC shall so advise Rosensaft of the number of UTTC Shares that may be included in the registration offering and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of the filing of the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesstatement. If any Holder of Registrable Securities Rosensaft disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw all or any portion of the UTTC Shares therefrom by written notice to the Company, the managing underwriter UTTC and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementunderwriter.
Appears in 4 contracts
Samples: Settlement Agreement (Rosensaft David N), Settlement Agreement (Dover Group Inc), Settlement Agreement (Ashton Technology Group Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a8.6(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 8.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and any other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.28.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationstatement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other shareholder to the nearest 100 shares. If any Holder of Registrable Securities or other shareholder disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registrationthe registration statement relating thereto, or such other shorter period of time as the underwriters may require. If The Company may include shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating of Common Stock held by shareholders other than Holders in proportiona registration statement pursuant to this Section 8.6, so long as nearly as practicable, to the respective amounts amount of Registrable Securities held by otherwise includable in such Participating Holders at the time of filing the registration statementstatement would not thereby be diminished.
Appears in 4 contracts
Samples: Investment and Voting Agreement (Las Vegas Discount Golf & Tennis Inc), Investment Agreement (Saint Andrews Golf Corp), Investment Agreement (Asi Group LLC)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the in a written notice given pursuant to this Section 2.2(a)1.6. In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registrationstatement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for below 25% of the Company’s account (i.e., primary shares), are first entirely excluded from total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder of Registrable Securities or other holder disapproves of the terms of the any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationsuch registration and, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration case of the right Company’s Initial Public Offering, shall be subject to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementSection 1.14.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Fluidigm Corp), Investor Rights Agreement (Fluidigm Corp), Preferred Stock Purchase Agreement (Fluidigm Corp)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a3.1(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 3.1 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.23.1, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting to (i) in the case of the first underwritten public offering of the securities of the Company, any amount or no amount, as the managing underwriter may determine, or (ii) in the case of any registration subsequent to the first underwritten public offering of the securities of the Company, to not less than thirty three percent (33%) of the total securities covered by the registration. The Company shall so advise all Holders distributing their securities through such underwriting of Registrable Securities such limitation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationstatement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Holder of Registrable Securities or holder disapproves of the terms of the any such underwriting, such Holder or holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registrationthe registration statement relating thereto, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 4 contracts
Samples: Exclusive License Agreement (Bioject Medical Technologies Inc), Agreement (Bioject Medical Technologies Inc), Stock Purchase Agreement (Bioject Medical Technologies Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and underwriters may (subject to the limitations set forth below) limit the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in the registration and underwriting. In no event shall any Registrable Securities be excluded from such registration and underwriting shall not be reduced unless all other securities, including stockholders’ securities for have been first excluded. In the Company’s account (i.e., primary shares), are first entirely excluded from event that the underwriting. No underwriters determine that less than all of the Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall requested to be registered can be included in such registrationregistration and underwriting, then the Registrable Securities that are included in such registration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate Notwithstanding the allocation foregoing, in no event shall the amount of shares securities of the selling Holders included in accordance with the registration and underwriting be reduced below twenty-five percent (25%) of the total amount of securities requested to be included in such registration and underwriting, unless such registration is the Company’s Initial Public Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above. If a person who has requested inclusion in such registration as provided above provisionsdoes not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn excluded shall also be withdrawn from such registration, and such . Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not be transferred in a public distribution prior to 90 days after the effective date of withdrawn from such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.)
Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the The Company shall so advise all Holders who elect to include any Registrable Shares in the Holders as part IPO Registration Statement of the notice given representative(s) of the underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder to include its Registrable Shares in the IPO Registration Statement pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(b) shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter representative(s) of the underwriter(s) selected for such underwriting by and complete and execute any questionnaires, irrevocable powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting, and furnish to the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises such information as the Company may reasonably request in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included for inclusion in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registrationIPO Registration Statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation no Holder shall be included in such registration. To facilitate the allocation of shares in accordance required to make any representations or warranties to or agreements with the above provisions, the Company or the underwriters may round other than representations, warranties or agreements regarding such Holder, its Registrable Shares and such Holder’s intended method of distribution and any other representation required by law or reasonably requested by the number underwriters. By electing to include Registrable Shares in the IPO Registration Statement, the Holder of shares allocated such Registrable Shares shall be deemed to have agreed not to effect any Holder public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A, during such periods as reasonably requested (but in no event for a period longer than one hundred eighty (180) days following the nearest 100 shareseffective date of the IPO Registration Statement) by the representatives of the underwriters, in an Underwritten Offering, or by the Company in any other registration and the underwriting agreement shall include a lock-up providing for the foregoing. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and underwriter(s), delivered no later than two (2) Business Days after the Initiating HoldersIPO price range is communicated by the Company to such Holder. The Any Registrable Securities and/or other securities so withdrawn shall also be Shares excluded or withdrawn from registration, such underwriting shall be excluded and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementIPO Registration Statement.
Appears in 4 contracts
Samples: Registration Rights Agreement (NetSTREIT Corp.), Registration Rights Agreement (NetSTREIT Corp.), Registration Rights Agreement (NetSTREIT Corp.)
Underwriting. In If the event Demand Initiating Existing Holders that a registration initiated the applicable Demand Registration intend to distribute the Registrable Securities covered by their demand by means of an underwritten offering, they shall so advise the Company as part of their demand made pursuant to this Section 2.2 is for a registered public offering involving an underwriting2.3, and the Company shall so advise include such information in the Holders as part of the written notice given pursuant referred to in Section 2.2(a2.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 2.3 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited underwritten offering to the extent provided herein. The Company shall, together with all Participating Holdersparticipating Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute their securities through such underwritten offering, enter into an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the managing underwriter or underwriters selected by the Demand Initiating Existing Holders that initiated the applicable Demand Registration. Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Holder shall be entitled to participate in such underwritten offering unless such Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersagreement. Notwithstanding any other provision of this Section 2.22.3, if the managing underwriter advises or underwriters of a proposed underwritten offering of the Registrable Securities included in a Demand Registration shall advise the Company in writing and the Demand Initiating Existing Holders that marketing factors require a limitation of initiated the applicable Demand Registration that the number of shares securities requested to be underwrittenincluded in such Demand Registration exceeds the number which 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 Company shall so advise all Holders of Registrable Securities that have requested to participate in such Demand Registration (other than the Demand Initiating Existing Holders that initiated the applicable Demand Registration), and the number of shares of Registrable Securities that may be included in the registration and underwriting such Demand Registration (1) first, shall be allocated pro rata among all the Demand Participating Existing Holders thereof that have requested to participate in proportion, as nearly as practicable, to such Demand Registration based on the respective amounts relative number of Registrable Securities then held by each such Holders at the time of filing the registration statement or in Demand Participating Existing Holder (provided, that any securities thereby allocated to such other manner as a Demand Participating Existing Holder that exceed such Holder’s request shall be agreed to by reallocated among the Company remaining requesting Demand Participating Existing Holders in like manner) and Holders of a majority (2) second, and only if all of the Registrable Securities proposed securities referred to be in clause (1) have been included in such registration; providedDemand Registration, however, that the number of shares of Registrable Securities securities that the Company proposes to be included include in such underwriting shall not Demand Registration that, in the opinion of the managing underwriter or underwriters, can be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingsold without having such adverse effect. No Registrable Securities excluded from the underwriting underwritten offering by reason of the managing underwriter’s or underwriters’ marketing limitation shall be included in such registrationDemand Registration. To facilitate Notwithstanding the allocation delivery of shares in accordance with the above provisionsany notice of a Demand Registration, the Company or the underwriters may round the number of shares allocated all determinations as to whether to complete any Holder Demand Registration and as to the nearest 100 shares. If timing, manner, price and other terms and conditions of any Holder of Registrable Securities disapproves Demand Registration shall be at the sole discretion of the terms Demand Initiating Existing Holders that initiated the applicable Demand Registration. Each of the underwritingHolders agrees to reasonably cooperate with each of the other Holders to establish notice, such Holder may elect delivery and documentation procedures and measures to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or facilitate such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities Holder’s participation in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementfuture potential Demand Registrations pursuant this Section 2.3.
Appears in 3 contracts
Samples: Letter Agreement (Dell Technologies Inc.), Letter Agreement (Vmware, Inc.), Registration Rights Agreement (Vmware, Inc.)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(asubsection 1.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 subsection 1.3 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2subsection 1.3, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting; provided, however in no event shall the amount of Registrable Securities of the Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless the Holders holding a majority of the Registrable Securities consent in writing to such a reduction. In the event of a cutback by the managing underwriter of the number of Registrable Securities to be included in the registration and underwriting, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all of such Holders, excluding the Holders thereof of Founder Shares, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at as of the time date of filing the registration statement or notice pursuant to subsection 1.3(a)(i). If, after such Holders participate to the full extent they desire in such other manner as shall be agreed to by registration and underwriting, the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, managing underwriter determines that the number of additional shares of Registrable Securities to may be included in such underwriting shall not be reduced unless all other securitiesincluded, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being shall be allocated among all such Participating of the Holders of Founder Shares in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at of Founder Shares. If any Holder disapproves of the time terms of filing the registration statementunderwriting, he or she may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
Appears in 3 contracts
Samples: Rights Agreement (Ejabat Morteza), Rights Agreement (KKR Zt LLC), Rights Agreement (Zhone Technologies Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a2(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.22, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of on the number of shares to be underwritten, then and (a) if such registration is the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein, and (b) if such registration is other than the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than fifty percent (50%) of the securities included therein (based on aggregate market values). The Company shall so advise all Holders holders of Registrable Securities securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Securities Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated among all such Holders thereof and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities which they had requested to be included in such Holders registration at the time of filing the registration statement or in such other manner as statement, except that Registrable Securities held by the Other Shareholders shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed last to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareslimited. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Any Registrable Securities and/or or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 3 contracts
Samples: Phoenix Registration Rights Agreement (Telaxis Communications Corp), Phoenix Registration Rights Agreement (Millitech Corp), Boston Federal Registration Rights Agreement (Millitech Corp)
Underwriting. In the event that If a registration pursuant statement referred to this Section 2.2 in the Piggyback Notice is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a)Holders. In such event, the right of any such Holder to registration pursuant to this Section 2.2 include Registrable Securities in such a Registration shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting as provided in this Agreement. All Holders proposing to the extent requested distribute their Registrable Securities through such underwriting shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable for such underwriting. With respect to Initiating the Company's Initial Public Offering or any other offering in which the Company, the AMCI Parties, and/or the FRC Parties are selling securities pursuant to a registration statement requiring notice to Holders holding a majority of Registrable Securities held under this Section 2.3, all Holders, whether or not they are participating in such offering, hereby agree not to effect any sale, transfer, assignment, pledge or conveyance of (including, without limitation, taking any short position in) Registrable Securities (or any securities of the Company exchangeable or convertible into Registrable Securities) during the Lock-up Period beginning on the effective date of such registration statement filed by all Initiating Holdersthe Company, except as part of that registration; provided, however, that, with respect to offerings other than the Company's Initial Public Offering, Holders who beneficially own less than 1% of the Registrable Securities Then Outstanding shall not be subject to the Lock-up Period unless so required by the managing underwriter and, in such case, the Lock-up Period shall be reduced to a 90-day period beginning on the effective date of such registration statement (or such longer period as the sole underwriter or lead managing underwriter(s) may request in connection with the requirements of applicable NYSE or NASD rules). Each Holder agrees to enter into customary lock-up agreements with an underwriter consistent with the terms of the preceding sentence. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the managing underwriter(s) may exclude shares of the Registrable Securities from the registration and the underwriting, and the number of shares of Registrable Securities that may will be included in the registration and the underwriting shall be allocated among all Holders thereof as set forth in proportionSection 2.2, as nearly as practicableor, if the underwriting is not pursuant to Section 2.2, first to the Company, and second, to each of the respective amounts Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesHolder. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter(s), and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) business days prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. The defined term "Holder" shall be construed for purposes of this Section 2.3(b) in the same manner as set forth in the last sentence of Section 2.2(b).
Appears in 3 contracts
Samples: Stockholder Agreement (Alpha Natural Resources, Inc.), Stockholder Agreement (Alpha Natural Resources, Inc.), Stockholder Agreement (Alpha Natural Resources, Inc.)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)2.2(a)(i) hereof. In such event, the right of any Holder to registration pursuant to this Section 2.2 hereof shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration to an amount no less than thirty percent (30%) of the Registrable Securities requested to be registered by the Holders. The securities held and requested to be included in such underwriting by the Company’s directors, officers, employees, consultants and other shareholders shall be reduced completely before any reduction is made to the Registrable Securities held by the Holders. The Company shall so advise all Holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that the managing underwriter determines may be included in the registration and underwriting shall be allocated among all the Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationstatement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Sogou Inc.), Registration Rights Agreement (Sohu Com Inc), Registration Rights Agreement (Sogou Inc.)
Underwriting. In the event that If a registration pursuant to this Section 2.2 Piggyback Registration is for a registered public offering involving an underwritingunderwritten offering, then the Company shall will so advise the Holders as part of the notice given pursuant to Section 2.2(a)Registrable Securities. In such this event, the right of any Holder Holder’s Registrable Securities to registration pursuant to this Section 2.2 shall be included in a Piggyback Registration will be conditioned upon such the Holder’s participation in the underwriting arrangements required by this Section 2.2offering in the same terms and conditions as the Securities for the account of the Company or other shareholders, as the case may be, and the inclusion of such the Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of managing underwriter(s) may exclude shares (including Registrable Securities Securities) from the Piggyback Registration and the underwriting, and the number of shares of Registrable Securities that may be included in the registration Piggy Registration and underwriting shall the Piggyback Registration will be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such Registration Statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holders at the time of filing the registration statement or in such Holder and third, any other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed securities requested to be included in such registration; provided, however, that the number offering by any other shareholders of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any underwriting, such the Holder may elect to withdraw therefrom form it by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least ten Business Days prior to 90 days after the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such registrationunderwriting will be excluded and withdrawn from the Piggyback Registration. For any Holder that is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such other shorter period partners and retired partners and any trusts for the benefit of time any of the foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities defined in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementthis sentence.
Appears in 3 contracts
Samples: Registration Rights Agreement (PPT Vision Inc), Registration Rights Agreement (PPT Vision Inc), Registration Rights Agreement (PPT Vision Inc)
Underwriting. In the event that a registration pursuant the Initiating Holders intend to this Section 2.2 is for a registered public offering involving distribute the Registrable Securities by means of an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 2.1(a) hereof that the right of any Holder to registration pursuant to this Section 2.2 2.1 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.22.1, and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested requested, shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holdersto be registered. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration to an amount no less than thirty percent (30%) of the Registrable Securities requested to be registered by the Holders. The securities held and requested to be included in such underwriting by the Company’s directors, officers, employees, consultants and other shareholders shall be reduced completely before any reduction is made to the Registrable Securities held by the Holders. The Company shall so advise all Holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that the managing underwriter determines may be included in the registration and underwriting shall be allocated among all the Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationstatement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Sogou Inc.), Registration Rights Agreement (Sogou Inc.), Registration Rights Agreement (Sohu Com Inc)
Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company The Corporate Manager shall so advise the Holders as part all Non-Managing Members of the notice given lead managing underwriter(s) for the underwritten offering proposed under the IPO Registration Statement or a Shelf Registration Statement. The right of any such Non-Managing Member to include its Registrable Shares in the IPO Registration Statement pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 8.5(b) or in an underwritten public offering under a Shelf Registration Statement shall be conditioned upon such HolderNon-Managing Member’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such HolderNon-Managing Member’s Registrable Securities Shares in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, All Non-Managing Members proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting, and furnish to the Corporate Manager such information regarding such Non- Managing Member, the Corporate Shares it proposes to sell and the manner of sale, as the Corporate Manager may reasonably request in writing for inclusion in the IPO Registration Statement relating to such initial public offering or in the Shelf Registration Statement and prospectus or prospectus supplement in any underwritten public offering under the Shelf Registration Statement; provided, however, that no Non-Managing Member shall be required to make any representations or warranties to or agreements with the Corporate Manager or the underwriters other than representations, warranties or agreements (1) regarding such Non- Managing Member, its ownership of Corporate Shares and Member Units, and such Non- Managing Member’s intended method of distribution, (2) required by law or (3) reasonably requested by the Company underwriters. In connection with any underwritten public offering under the IPO Registration Statement or Shelf Registration Statement, the Corporate Manager shall use its best efforts to comply with all applicable laws, rules and reasonably acceptable to Initiating Holders holding a majority regulations and shall enter into and perform an underwriting agreement with the managing underwriter containing representations, warranties, indemnities, holdbacks and other terms and conditions, and shall deliver or arrange delivery of Registrable Securities held by opinions of counsel, accountant’s consents and comfort letters, and other deliverables, all Initiating Holdersas are customary for underwritten public offerings. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded in the offering, then the Company shall so advise all Holders of managing underwriter(s) may exclude shares (including Registrable Securities Shares) from the IPO Registration Statement and the number of initial public offering or from any underwritten public offering under a Shelf Registration Statement. Any shares of Registrable Securities that may be included in the registration and underwriting IPO Registration Statement or Shelf Registration Statement shall be allocated among all Holders thereof in proportion, as nearly as practicablefirst, to the respective amounts Corporate Manager, and second, to each of the Non-Managing Members requesting inclusion of their Registrable Shares in such IPO Registration Statement or Shelf Registration Statement (on a pro rata basis based on the total number of Registrable Securities Shares then held by each such Holders at the time Non-Managing Member who is requesting inclusion). Each holder of filing the registration statement or in such other manner as Registrable Shares shall be agreed subject to, and each will be released on an equal basis from, customary lock-ups in connection with any underwritten offerings (180 days, in the case of the IPO Registration Statement, and 90 days, in the case of any Shelf Registration Statement), except to the extent the underwriter(s) agree to a shorter lock-up period. In addition, the Corporate Manager shall use commercially reasonable efforts to obtain similar lock-up agreements from its directors, executive officers and Persons holding five percent or more of the outstanding Corporate Shares, if so requested by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary sharesunderwriters(s), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities Non-Managing Member disapproves of the terms of the any such underwriting, such Holder Non-Managing Member may elect to withdraw therefrom by written notice to the Company, Corporate Manager and the managing underwriter underwriter(s), delivered by the later of (i) two Business Days after the Listing price range is communicated by the Corporate Manager to such Non-Managing Member and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution (ii) ten Business Days prior to 90 days after the effective date of such registration, the IPO Registration Statement. Any Registrable Shares excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company such underwriting shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in be excluded and withdrawn from the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 3 contracts
Samples: Operating Agreement, Exchange Agreement, Operating Agreement
Underwriting. In the event that a The right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2.1 shall be conditioned upon such Holder’s participation in the an underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall, shall (together with all Participating Holders, Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders, which underwriters are reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter advises underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be allocated as follows: (i) first, among all Holders thereof requesting to include Registrable Securities in proportion, as nearly as practicable, to such registration statement based on the respective amounts pro rata percentage of Registrable Securities held by such Holders Holders, assuming conversion and (ii) second, to Company, which the Company may allocate, at its discretion, for its own account, or for the time account of filing other holders or employees of the registration statement or Company. If a person who has requested inclusion in such other manner registration as shall be agreed provided above does not agree to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder may elect to withdraw person shall be excluded therefrom by written notice to from the Company, the managing underwriter and or the Initiating Holders. The Registrable Securities and/or other securities so withdrawn excluded shall also be withdrawn from registration, and such . Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not also be transferred in a public distribution prior to 90 days after the effective date of withdrawn from such registration, or such other shorter period of time as the underwriters may require. If shares are so withdrawn from registrationthe registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all persons retaining the right Holders who have retained rights to include securities in the registration the right to include additional securities Registrable Securities in the registrationregistration in an aggregate amount equal to the number of shares so withdrawn, with such shares being to be allocated among all such Participating Holders in proportionrequesting additional inclusion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementset forth above.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc), Investors’ Rights Agreement (Prosper Marketplace Inc)
Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder holder of Registrable Securities to registration pursuant to this Section 2.2 8.2.1 shall be conditioned upon such Holder’s holder's participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, All holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority Company. Such holders of Registrable Securities held shall also execute and deliver, to the extent required by all Initiating Holdersthe managing underwriter, a Custody Agreement and Power of Attorney satisfactory to the Company with respect to the Registrable Securities to be registered. The Custody Agreement and Power of Attorney will provide, among other things, that such holders of Registrable Securities will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on the holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any other provision provisions of this Section 2.28.2, if the managing underwriter determines and advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the underwriter and the Company may limit or exclude entirely the Registrable Securities to be included in any registration and underwriting. In such event, the Company shall so advise all Holders holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of Common Stock (including the Registrable Securities Securities) or other securities that may be included in the registration and underwriting shall be allocated among all Holders thereof holders of Registrable Securities and any other holders of Common Stock or other securities requesting to be registered in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of Common Stock (including the Registrable Securities Securities) or other securities that were proposed to be included in such registration; provided, however, that the number of shares sold by all holders of Registrable Securities and holders of Common Stock or other securities entitled to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingparticipate therein. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder holder of Registrable Securities disapproves of the terms of the underwriting, such Holder holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter(s). The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and ; provided that if by the withdrawal of such Registrable Securities shall not a greater number of Registrable Securities held by other holders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities holders who have included Registrable Securities in the registration the right to include additional securities shares in the registrationsame proportion used in effecting the limitation referred to above in this Section 8.2.2. With respect to any registration withdrawal by the Company pursuant to this Section 8.2.2, with the Company shall have the right to withdraw such shares being allocated among all such Participating Holders in proportionregistration at any time at its sole discretion without the consent or approval of any stockholder, as nearly as practicable, to including the respective amounts holders of Registrable Securities held by Securities, in such Participating Holders at the time of filing the registration statementregistration.
Appears in 3 contracts
Samples: Warrant Agreement (Gulfwest Energy Inc), Warrant Agreement (Infinity Inc), Warrant Agreement (Gexa Corp)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a2.3(a). In such event, event the right of any Holder to registration pursuant to this Section 2.2 2.3 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.22.3, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting; provided, however, that, in no event shall any Registrable Securities be so limited unless all other securities of the Company (other than shares held by the Initiating Holders, in the case of a Demand Registration, and other than shares for the Company’s account (i.e., primary shares), in the case of a Company Registration) are excluded in full from such offering; provided, further, that in no event shall the number of Registrable Securities included in such registration be reduced to less than twenty-five percent (25%) of the total number of securities to be included in such registration except in connection with the Company’s initial public offering, in which case all Registrable Securities may be excluded in full. The Company shall so advise all Holders distributing their securities through such underwriting of Registrable Securities such limitation (or exclusion, if applicable) and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated (if applicable) among all such Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationstatement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or holder to the nearest 100 one hundred (100) shares. If any Participating Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Participating Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 ninety (90) days after the effective date of such registrationthe registration statement relating thereto, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 3 contracts
Samples: Amendment Agreement (YuMe Inc), Amendment Agreement (YuMe Inc), Amendment Agreement (YuMe Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and underwriters may (subject to the limitations set forth below) limit the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in the registration and underwriting. In no event shall any Registrable Securities be excluded from such registration and underwriting shall not be reduced unless all other securities, including stockholders’ securities for have been first excluded. In the Company’s account (i.e., primary shares), are first entirely excluded from event that the underwriting. No underwriters determine that less than all of the Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall requested to be registered can be included in such registrationregistration and underwriting, then the Registrable Securities that are included in such registration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate Notwithstanding the allocation foregoing, in no event shall the amount of shares securities of the selling Holders included in accordance with the registration and underwriting be reduced below thirty percent (30%) of the total amount of securities included in such registration and underwriting, unless such registration is the Initial Public Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above. If a person who has requested inclusion in such registration as provided above provisionsdoes not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn excluded shall also be withdrawn from such registration, and such . Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not be transferred in a public distribution prior to 90 days after the effective date of withdrawn from such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (T2 Biosystems, Inc.), Investors’ Rights Agreement (T2 Biosystems, Inc.), Investors’ Rights Agreement (T2 Biosystems, Inc.)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders holders of Registrable Securities as a part of the written notice given pursuant to Section 2.2(a2(a)(i). In such event, the right of any Holder holders to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s holder's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter representative of the underwriter(s) selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.22, if the managing underwriter representative of the underwriters advises the Company in writing that marketing factors require a limitation of the need for an Underwriter's Cutback, the representative may (subject to the limitations set forth below) limit the number of shares Registrable Securities to be underwrittenincluded in the registration and underwriting; provided, then however, that Registrable Securities shall be included in any over-allotment option granted to the underwriters before inclusion of any shares from the Company. The Company shall so advise all Holders holders of Registrable Securities securities requesting registration of the Underwriter's Cutback, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, first to the respective amounts Company for securities being sold for its own account and thereafter as set forth in Section 9. If any person does not agree to the terms of Registrable Securities held by any such Holders at the time of filing the registration statement or in such other manner as underwriting, it shall be agreed to excluded therefrom by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded written notice from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other any securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requireregistration ("Withdrawn Securities"). If shares there are withdrawn from registrationWithdrawn Securities and if there was an Underwriter's Cutback, the Company shall then offer to all persons retaining who have retained the right to include securities in the registration the right to include additional securities in the registrationregistration in an aggregate amount equal to the number of shares of Withdrawn Securities that would have been included in the registration after giving effect to the Underwriter's Cutback had such securities not been withdrawn, with such shares being to be allocated among all such Participating Holders holders requesting additional inclusion in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementaccordance with Section 9.
Appears in 3 contracts
Samples: Registration Rights Agreement (IHL Investments, LLC), Registration Rights Agreement (Teltronics Inc), Registration Rights Agreement (Harris Corp /De/)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Stockholders as a part of the written notice given pursuant to Section 2.2(a1.2(a)(i). In such event, the right of any Holder Stockholder to registration pursuant to this Section 2.2 1.2 shall be conditioned upon such HolderStockholder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such HolderStockholder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Stockholders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter advises underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all Holders holders of Registrable Securities securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefollows: (i) first, to the respective amounts Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders at Stockholders, assuming conversion and (iii) third, to the time other holders of filing securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that if the number of shares of Registrable Securities to be included in such underwriting shall not be registration was previously reduced unless all other securities, including securities for the Company’s account (i.e., primary sharesas a result of marketing factors pursuant to Section 1.2(b), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall then offer to all persons retaining who have retained the right to include securities in the registration the right to include additional securities in the registrationregistration in an aggregate amount equal to the number of shares so withdrawn, with such shares being to be allocated among all such Participating Holders the persons requesting additional inclusion, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementmanner set forth above.
Appears in 3 contracts
Samples: Registration Rights Agreement (Therma Wave Inc), Registration Rights Agreement (Therma Wave Inc), Registration Rights Agreement (Therma Wave Inc)
Underwriting. In If the event that a registration applicable sale of securities is to be effected pursuant to this Section 2.2 is for a registered an underwritten public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such eventoffering, the right of any Holder Registration Rightsholder to registration pursuant to this Section 2.2 7.2 shall be conditioned upon such Holder’s Registration Rightsholder's participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registration Rightsholder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Registration Rightsholders proposing to distribute their securities through such underwriting (together with all Participating Holders, the Corporation and other beneficial owners distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriting. Notwithstanding any other provision provisions of this Section 2.27.2, if the managing underwriter advises the Company Corporation in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Registrable Securities and the other securities to be included in any registration and underwriting may be limited. In such event, the Corporation shall so advise all Holders Registration Rightsholders and all beneficial owners of Registrable Securities such other securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities and such other outstanding securities (if any) that may be included in the registration and underwriting shall be allocated among all Holders Registration Rightsholders and other beneficial owners thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in and such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities securities that were proposed to be included in sold by such registration; providedRegistration Rightsholders and other beneficial owners. In the event of any conflict between the terms of Section 7.1.2 and the terms of this Section 7.2.2, however, that the number terms of shares of Registrable Securities to be included in such underwriting Section 7.1.2 shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingprevail. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities Registration Rightsholder disapproves of the terms of the underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, Corporation and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and however, that, if by the withdrawal of such Registrable Securities shall not a greater number of Registrable Securities beneficially owned by other Registration Rightsholders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as then the underwriters may require. If shares are withdrawn from registration, the Company Corporation shall offer to all persons retaining the right to include securities Registration Rightsholders who have included Registrable Securities in the registration the right to include additional securities shares in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, effecting the limitation referred to above in this Section 7.2. The Corporation shall undertake any reasonable measures within its control to cause the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementsold in any underwritten public offering to be widely disseminated.
Appears in 3 contracts
Samples: Shareholders Agreement (Iusacell Group S a De C V), Shareholders Agreement (Grupo Iusacell Sa De Cv), Shareholders Agreement (Grupo Iusacell Celular Sa De Cv)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.26, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting, provided that the number of shares of Registrable Securities that Company may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicablelimit, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to extent so advised by the Company and Holders of a majority of underwriters, the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares amount of Registrable Securities to be included in the registration by the Holders to an amount not less than 30% of the total number of securities included in the offering, unless such underwriting shall not be reduced unless all other offering is the initial public offering of the Company's securities, including securities for the Company’s account (i.e., primary shares), are first entirely in which case all Registrable Securities may be excluded from the underwritingsuch offering. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating other Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and however, that if by the withdrawal of such Registrable Securities shall not a greater number of Registrable Securities held by other Holders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall may offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, to determining the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementunderwriter limitation in this Section 6(b).
Appears in 3 contracts
Samples: Shareholder Rights Agreement (Avanex Corp), Shareholder Rights Agreement (Avanex Corp), Shareholder Rights Agreement (Avanex Corp)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Purchasers as a part of the written notice given pursuant to Section 2.2(a2(a)(i). In such event, the right of any Holder Purchaser to registration pursuant to this Section 2.2 2 shall be conditioned upon such HolderPurchaser’s participation in the underwriting arrangements required by this Section 2.2such underwriting, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Purchasers proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other Purchasers distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.22, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to those holders of registration rights under agreements relating thereto in existence immediately prior to the date hereof; third, to Purchasers of Registrable Securities who possess registration rights pursuant to this Agreement; and third, to any stockholder of the Company (other than a Purchaser and other than a stockholder holding registration rights under agreements relating thereto in existence immediately prior to the date hereof). The Company shall so advise all Holders of Registrable Securities Purchasers requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof the Purchasers requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed sought to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationthem. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder Purchaser to the nearest 100 shares. If any Holder of Registrable Securities Purchaser disapproves of the terms of the any such underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company. For any Purchaser which is a partnership or corporation, the managing underwriter partners, retired partners and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date shareholders of such registrationPurchaser, or the estates and family members of any such other shorter period partners and retired partners and any trusts for the benefit of time any of the foregoing persons, shall be deemed to be a single “Purchasers,” and any pro rata reduction with respect to such “Purchasers” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Purchasers,” as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities defined in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementthis sentence.
Appears in 3 contracts
Samples: Registration Rights Agreement (Communication Intelligence Corp), Registration Rights Agreement (Communication Intelligence Corp), Registration Rights Agreement (Communication Intelligence Corp)
Underwriting. In The Company shall advise the event that a registration Holders of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. The right of any such Holder’s Registrable Shares to be included in any Piggyback Registration Statement pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(b) shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities Shares) from the Piggyback Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering, and any Shares included in the registration Piggyback Registration Statement and underwriting the Underwritten Offering shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to each of the Holders and the Prior Holder(s) requesting inclusion of their Registrable Shares in such Piggyback Registration Statement on a pro rata basis based on the total number of Registrable Securities Shares then held by each such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareswhich is requesting inclusion. If any Holder of Registrable Securities disapproves of the terms of the underwritingany Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least 10 Business Days prior to 90 days after the effective date of such registration, the Piggyback Registration Statement. Any Registrable Shares excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, such Underwritten Offering shall be excluded and withdrawn from the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementPiggyback Registration Statement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Petrohawk Energy Corp), Registration Rights Agreement (Petrohawk Energy Corp), Registration Rights Agreement (Petrohawk Energy Corp)
Underwriting. In (a) If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 2.2(a13.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 13.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holdersthe Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.213.2, if the managing underwriter advises the Company in writing determines that marketing or other factors require a limitation of on the number of shares to be underwritten, then the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all Holders holders of Registrable Securities securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders (if any) shall be allocated, to the extent consistent with any registration rights granted prior to the date hereof, among all Holders thereof such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities which they had requested to be included in such Holders registration at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesstatement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of the any such underwriting, such Holder it, he or she may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Any Registrable Securities and/or or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 3 contracts
Samples: Cisco Systems Capital CORP, Cisco Systems Capital CORP, Cisco Systems Capital CORP
Underwriting. In If the event that a registration pursuant to this Section 2.2 for which the Company gives notice is for a registered public offering involving an underwriting, then the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a3.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 3.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with all Participating Holders, the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.23.2, if the managing underwriter underwriters' representative advises the Company in good faith and in writing (which notice the Company, in turn, shall promptly provide to all Holders requesting registration) that marketing factors require a limitation of on the number of shares to be underwritten, then the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all Holders holders of Registrable Securities securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicablefirst, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including for securities being sold for the Company’s 's own account (i.e.and thereafter, primary shares)as set forth in Section 3.12. If any Person does not agree to the terms of any such underwriting, are first entirely excluded from the underwriting. No Registrable Securities then such Person shall be excluded from the underwriting by reason of written notice from the Company or the underwriter’s marketing limitation . Any Registrable Securities or other securities excluded or withdrawn from such underwriting in accordance with the terms hereof shall be included in withdrawn from such registration. To facilitate the allocation of shares in accordance with the above foregoing provisions, the Company or the underwriters underwriter(s) may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of shares are excluded because a Person does not agree to the terms of the any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining Persons who have retained the right to include securities in the registration the right to include additional securities in the registrationregistration in an aggregate amount equal to the number of shares so excluded, with such shares being to be allocated among all such Participating Holders the Persons requesting additional inclusion in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementaccordance with Section 3.12.
Appears in 2 contracts
Samples: Rights Agreement (Life Sciences Research Inc), Rights Agreement (Life Sciences Research Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the in a written notice given pursuant to this Section 2.2(a)1.6. In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registrationstatement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for below 25% of the Company’s account (i.e., primary shares), are first entirely excluded from total number of shares in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. The Company may include shares of Common Stock held by stockholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder of Registrable Securities or other holder disapproves of the terms of the any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationsuch registration and, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration case of the right Company’s Initial Public Offering, shall be subject to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementSection 1.14.
Appears in 2 contracts
Samples: Rights Agreement (Fluidigm Corp), Rights Agreement (Fluidigm Corp)
Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder to registration pursuant ------------ to this Section 2.2 2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shallIf any Holder proposes to distribute its securities through such underwriting, such Holder shall (together with all Participating Holders, the Company and any other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.22, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders of Registrable Securities the Holder and the other shareholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders thereof the Holder and any other participating shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders Holder and other securities held by other shareholders and entitled to registration rights at the time of filing the registration statement or statement, provided that the aggregate amount of Registrable Securities held by selling Holders included in such other manner as the offering shall not be agreed to by the Company and Holders of a majority reduced below twenty percent (20%) of the total amount of securities included in that offering unless the offering is the Initial Public Offering of the Company's securities, in which case all Registrable Securities proposed to held by Holders may be included in such registration; provided, however, excluded. In the event the managing underwriter does determine that marketing factors require a limitation of the number of shares to be underwritten (the "Cutback"), such Cutback shall be applied first to any participating shareholders other than Holders of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation before it shall be included in such registrationapplied to Holders of Registrable Securities, subject to the above mentioned twenty percent (20%) reduction limit, if at all. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any each Holder or other shareholder to the nearest 100 shares. If any Holder of Registrable Securities or other shareholder disapproves of the terms of the any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 one-hundred eighty (180) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementstatement relating thereto.
Appears in 2 contracts
Samples: Rights Agreement (Digital Island Inc), Rights Agreement (Digital Island Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 3 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.23, if the managing underwriter registration is an underwritten primary registration on behalf of the Company, and if the representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and underwritten and/or that the number of shares of Registrable Securities proposed to be included would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the representative may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. If the number of Registrable Securities to be included is limited, the Company shall so advise all holders of securities requesting registration, and the number of shares of securities that may are entitled to be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, first to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company for securities being sold for its own account and Holders of a majority of second, the Registrable Securities proposed requested to be included therein by the Holders and other securities requested to be included in such registration pro rata among all the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided. Notwithstanding any other provision of this Section 3, howeverif the registration is an underwritten secondary registration on behalf of the VP Entities, and if the representative of the underwriters advises the Company or the VP Entities in writing that marketing factors require a limitation on the number of shares to be underwritten and/or that the number of shares of Registrable Securities proposed to be included would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the representative may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. If the number of Registrable Securities to be included is limited, the Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated to securities requested to be included by the Company, the Registrable Securities requested to be included therein by the Holders and other securities requested to be included in such underwriting shall not registration pro rata on the basis of the number of shares requested to be reduced unless all other securities, including securities for registered by the Company’s account (i.e., primary shares)the Holders and such other holders or as the Company, are first entirely excluded from the Holders and such other holders may otherwise agree. If any person does not agree to the terms of any such underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation , he shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, excluded therefrom by written notice from the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesunderwriter. If any Holder of Any Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Investor Rights Agreement (Intermix Media, Inc.), Investor Rights Agreement (Intermix Media, Inc.)
Underwriting. In The Company shall advise the event that a registration Holders of the managing underwriters for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder's Registrable Shares to be included in any IPO Registration Statement pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(b) shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s 's Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities Shares) from the IPO Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering and any Shares included in the registration IPO Registration Statement and underwriting the Underwritten Offering shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to each of the Holders requesting inclusion of their Registrable Shares in such IPO Registration Statement on a pro rata basis based on the total number of Registrable Securities Shares then held by each such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareswhich is requesting inclusion. If any Holder of Registrable Securities disapproves of the terms of the underwritingany Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) Business Days prior to 90 days after the effective date of such registration, the IPO Registration Statement. Any Registrable Shares excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, such Underwritten Offering shall be excluded and withdrawn from the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementIPO Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Fieldstone Investment Corp), Registration Rights Agreement (Luminent Mortgage Capital Inc)
Underwriting. In If the event that a registration pursuant Holders intend to this Section 2.2 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of their request and the Company shall include such information in its written notice given pursuant to Section 2.2(a)the other Holders. In such event, the The right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding of a majority of the Registrable Securities held proposed by all Initiating Holderssuch Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 2.2Section, if the managing underwriter advises the Company Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then then, subject to the provisions of Section 5(a), the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting inclusion in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingregistration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s 's marketing limitation shall be included in such registration. To facilitate If the allocation managing underwriter has not limited the number of shares Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in accordance with such registration if the above provisionsunderwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the underwriters may round other selling stockholders shall bear an equitable share of the number of shares allocated to any Holder to the nearest 100 sharesRegistration Expenses in connection with such registration and underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating other Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and however, that if, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities shall not held by other Holders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, determining the underwriter limitation in this Section. If the registration does not become effective due to the respective amounts withdrawal of Registrable Securities held by such Participating Securities, then either (1) the Holders at requesting registration shall reimburse the time Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of filing the registration statementSection 5(a)(C).
Appears in 2 contracts
Samples: Registration Rights Agreement (Turnstone Systems Inc), Registration Rights Agreement (Turnstone Systems Inc)
Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder to registration ------------ pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited (unless otherwise mutually agreed by a majority in interest of the Initiating Holders intending to participate in such registration and such Holder with respect to such participation and inclusion) to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders selling Registrable Securities) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and (which underwriter shall be reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated allocated, first, among all Holders thereof pro-rata, in proportion to the respective amounts of Registrable Securities held by all such Holders at the time of filing the registration statement and second, to all other holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time securities of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingowned by them. No Registrable Securities or other securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities and/or other securities shall not be transferred in a public distribution prior to 90 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registrationby the withdrawal of such Registrable Securities or other securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion and manner used in proportion, as nearly as practicable, to determining the respective amounts effect of the underwriter limitation in this Section 1.5(b). If the managing underwriter has not limited the number of Registrable Securities held by to be underwritten, the Company may include securities for its own account or for the account of others in such Participating Holders at registration if the time managing underwriter so agrees and if the number of filing the Registrable Securities which would otherwise have been included in such registration statementand underwriting will not thereby be limited.
Appears in 2 contracts
Samples: Rights Agreement (Esperion Therapeutics Inc/Mi), Rights Agreement (Esperion Therapeutics Inc/Mi)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and underwriters may (subject to the limitations set forth below) limit the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in the registration and underwriting. In no event shall any Registrable Securities be excluded from such registration and underwriting shall not be reduced unless all other securities, including stockholders’ securities for have been first excluded. In the Company’s account (i.e., primary shares), are first entirely excluded from event that the underwriting. No underwriters determine that less than all of the Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall requested to be registered can be included in such registrationregistration and underwriting, then the Registrable Securities that are included in such registration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate Notwithstanding the allocation foregoing, in no event shall the amount of shares securities of the selling Holders included in accordance with the registration and underwriting be reduced below thirty percent (30%) of the total amount of securities included in such registration and underwriting, unless such registration is the Company’s Initial Public Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above. If a person who has requested inclusion in such registration as provided above provisionsdoes not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn excluded shall also be withdrawn from such registration, and such . Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not be transferred in a public distribution prior to 90 days after the effective date of withdrawn from such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Rights Agreement (Adamas Pharmaceuticals Inc), Rights Agreement (Adamas Pharmaceuticals Inc)
Underwriting. In If the event that a registration pursuant to statement under which the Company gives notice under this Section 2.2 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as part of Registrable Securities and the notice given pursuant to Section 2.2(a)Purchasers of Purchaser Registrable Securities. In such event, the right of any such Holder or Purchaser to be included in a registration pursuant to this Section 2.2 2.3 shall be conditioned upon such Holder’s 's or Purchaser's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities or Purchaser's Purchaser Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, All Holders or Purchasers proposing to distribute their Registrable Securities or Purchaser Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2Rights Agreement, if the managing underwriter advises the Company determines in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicablefirst, to the respective amounts Company; second, to the Holders and Purchasers on a pro rata basis based on the total number of Registrable Securities and Purchaser Registrable Securities held by the Holders and Purchasers who wish to sell in such offering; and third, to any shareholder of the Company (other than a Holder of Registrable Securities or a Purchaser of Purchaser Registrable Securities) on a pro rata basis. Notwithstanding the immediately preceding sentence, in no event shall the amount of securities of the selling Holders at the time of filing or Purchasers included in the registration statement or be reduced below twenty-five percent (25%) of the total amount of securities included in such registration. In no event will shares of any other manner as shall selling shareholder be agreed to included in any such registration which would reduce the number of shares which may be included by Holders or Purchasers without the Company and written consent of Holders or Purchasers of a majority more than fifty percent (50%) of the aggregate number of Registrable Securities and Purchaser Registrable Securities proposed to be included sold in such registration; providedthe offering. Notwithstanding anything to the contrary in this Section 2.3(a), however, (i) in the event of a registration pursuant to Section 2.5 in which the underwriter determines in good faith that marketing factors require a limitation of the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securitiesunderwritten, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares that may be included in the underwriting shall be allocated to any Holder first, to the nearest 100 shares. If any Holder Holders of ZoneNetwork Registrable Securities; second, to the Company; third, to other Holders or Purchasers on a pro rata basis based on the total number of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Purchaser Registrable Securities held by such Participating Holders at the time of filing the registration statement.by
Appears in 2 contracts
Samples: Note Purchase Agreement (Quokka Sports Inc), Note Purchase Agreement (Quokka Sports Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a). In 2.2(a)(i) and in such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may (subject to the limitations set forth below in this Section 2.2), exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. In such event, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first, to the Company, second, among all Holders thereof requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders at as of the time date of filing the notice pursuant to Section 2.2(a)(i) above and, third, among all other holders. If the registration statement or in such other manner as shall be agreed to by the Company and Holders of is a majority Qualified IPO wherein all of the Preferred Stock are automatically converted to Common Stock, the managing underwriter may limit the number of Registrable Securities proposed to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registrationregistration and underwriting; provided that no other securities are registered and sold in a Qualified IPO other than those securities registered and sold for the account of the Company. If the registration is other than a Qualified IPO, the managing underwriter may limit the amount of securities to be included in the registration and underwriting by the Company’s stockholders; provided, however, that the number of Registrable Securities to be included in such registration and underwriting shall not be reduced to less than thirty percent (30%) of the aggregate securities included in such registration without the prior consent of at least a majority of the Holders who have requested their shares to be included in such registration and underwriting; and provided, further, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless until all other securities, including securities for the Company’s account (i.e., primary shares)Common Stock held by any other Person, are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Any Registrable Securities and/or other securities so withdrawn shall also be excluded or withdrawn from registration, and such Registrable Securities underwriting shall not be transferred in a public distribution prior to 90 days after the effective date of deemed withdrawn from such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Adoption Agreement (Fulcrum Bioenergy Inc), Adoption Agreement (Fulcrum Bioenergy Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Shareholders as a part of the written notice given pursuant to Section 2.2(a)section 1.2. In such event, event the right of any Holder the Shareholders to registration pursuant to this Section 2.2 section 1.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shallAll shareholders, including the Shareholders, proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. * * Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders holders at the time of filing the registration statement or in statement. If such offering is other manner as shall be agreed than the first registered offering of ZiaSun securities to by the Company and Holders of a majority of public, the underwriter may not limit the Registrable Securities proposed to be included in such registration; providedoffering to less than 20% of the securities included therein (based on aggregate market values.) ZiaSun shall advise the Shareholders and all shareholders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto of any such limitations, however, that and the number of shares of Registrable Securities to that may be included in the registration. If the Shareholders disapproves of the terms of any such underwriting, they may elect to withdraw there from by written notice to ZiaSun and the underwriter. Any securities excluded or withdrawn from such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement for such registrationunderwriting, or such other shorter period of time as the underwriters underwriter may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Acquisition Agreement (Ziasun Technologies Inc), Acquisition Agreement (Ziasun Technologies Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a8.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 8.3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and Company, which underwriters shall be reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all Initiating the participating Holders. Notwithstanding any other provision of this Section 2.28.3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by Other Stockholders (other than Registrable Securities Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and if a limitation on the number of shares is still required, the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by which each Holder had requested to be included in such Participating Holders registration at the time of filing and which have not already been included in the registration statement; provided, however, that, except with respect to the initial public offering of the Company's securities, the number of shares of Registrable Securities included in the registration shall not constitute less than 30% of the total securities included in the offering. If any Holder of Registrable Securities or any Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc), Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc)
Underwriting. In the event that a registration pursuant Any notice provided to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given Parent by Enova pursuant to Section 2.2(a)) in connection with an Underwritten Offering shall advise Parent of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. In such event, the Parent’s right of to include Registrable Shares in any Holder to registration Piggyback Registration Statement pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shallParent, together with all Participating Holdersif distributing Registrable Shares through such Underwritten Offering, shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such Underwritten Offering and complete and execute any questionnaires, personal information forms, powers of attorney, submissions to jurisdiction, certificates, undertakings, declarations, notices, indemnities, securities escrow agreements, and other documents reasonably required under the terms of such underwriting (including, without limitation, any documents required under the Securities Act), and furnish to Enova such information in writing as Enova may reasonably request for inclusion in the Registration Statement; provided, however, that Parent shall not be required to make any representations or warranties to or agreements with Enova or the underwriters other than representations, warranties, or agreements as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, with respect to an Underwritten Offering pursuant to a Piggyback Registration Statement, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded in such Underwritten Offering, then the Company shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities Shares) from the Underwritten Offering, and the number of any shares of Registrable Securities that may be included in the registration and underwriting Underwritten Offering shall be allocated among all Holders thereof in proportion, as nearly as practicablefirst, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such Enova, and second, to Parent, and third, to any other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be Person included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesUnderwritten Offering. If any Holder of Registrable Securities Parent disapproves of the terms of the underwritingany Underwritten Offering pursuant to a Piggyback Registration Statement, such Holder Parent may elect to withdraw therefrom by written notice to the Company, the managing underwriter Enova and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after delivered at least 10 Business Days before the effective date of such registration, the Piggyback Registration Statement or such other shorter period at any time prior to execution of time as the underwriters may requirea definitive underwriting agreement relating to a distribution pursuant to any Underwritten Offering. If shares are Any Registrable Shares excluded or withdrawn from registration, the Company shall offer any Underwritten Offering pursuant to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with a Piggyback Registration Statement may be excluded and withdrawn from such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementPiggyback Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Enova International, Inc.), Registration Rights Agreement (Enova International, Inc.)
Underwriting. In the event that If a registration pursuant statement as to which Tality gives notice under this Section 2.2 3.4(c) is for a registered public offering involving an underwritingunderwritten offering, the Company then Tality shall so advise the Holders as part of the notice given pursuant to Section 2.2(a)Registrable Securities. In such event, the right of any Holder such Holder's Registrable Securities to be included in a registration pursuant to this Section 2.2 3.4(c) shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holderssuch underwriters). Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of managing underwriter(s) may exclude Registrable Securities from the registration and the underwriting, and the number of shares of Registrable Securities that may be included in the registration and the underwriting shall be allocated among all Holders thereof in proportionallocated, as nearly as practicableFIRST to Tality and, SECOND, to each of the respective amounts Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities held by of each such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registrationHolder; providedPROVIDED, howeverHOWEVER, that the right of the underwriters to exclude Registrable Securities from the registration and underwriting as described above shall be restricted so that (A) the number of shares of Registrable Securities to be included in any such underwriting shall registration is not be reduced unless below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (B) all shares that are not Registrable Securities and are held by any other securitiesPerson, including securities for the Company’s account any employee, officer or director (i.e., primary shares), are other than a director who is also an officer or director of Cadence) of Tality (or any Subsidiary of Tality) shall first entirely be excluded from the underwriting. No such registration and underwriting before any Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesare so excluded. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Tality and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter(s), and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) Business Days prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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.
Appears in 2 contracts
Samples: Master Separation Agreement (Cadence Design Systems Inc), Master Separation Agreement (Cadence Design Systems Inc)
Underwriting. In The Company shall notify the event that a registration Holders of the identity of the managing underwriters for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in any IPO Registration Statement pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(b) shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities Shares) from the IPO Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering and any Shares included in the registration IPO Registration Statement and underwriting the Underwritten Offering shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to each of the Holders requesting inclusion of their Registrable Shares in such IPO Registration Statement on a pro rata basis based on the total number of Registrable Securities Shares then held by each such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareswhich is requesting inclusion. If any Holder of Registrable Securities disapproves of the terms of the underwritingany Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) Business Days prior to 90 days after the effective date of the IPO Registration Statement, provided, that if, in the opinion of counsel, such registrationwithdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice at least twenty (20) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, such Underwritten Offering shall be excluded and withdrawn from the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementIPO Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (CBRE Realty Finance Inc), Registration Rights Agreement (Deerfield Triarc Capital Corp)
Underwriting. In If Holding proposes to conduct an Underwritten Offering under the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwritingMandatory Shelf Registration Statement, Holding shall advise the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a)managing underwriters for such proposed Underwritten Offerings. In such event, the right of any Holder to registration pursuant to this Section 2.2 Company shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 5 and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and disposition of the Registrable Shares included in such Underwritten Offering; provided, however, that the Company shall be required to cause appropriate officers of the Company or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering only if Holding and any other Persons, if any, who are participating in the Underwritten Offering reasonably anticipate gross proceeds from such Underwritten Offering of at least $20 million; provided, further, the Company shall not be required to cause such officers of the Company or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering more than twice in a 365 day period. If Holding proposes to distribute its Registrable Shares through such Underwritten Offering, it shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that Holding shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, with respect to an Underwritten Offering in connection with the Mandatory Shelf Registration Statement, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded in such Underwritten Offering, then the Company managing underwriters may exclude shares (including Registrable Shares) from the Underwritten Offering, and any shares included in the Underwritten Offering shall so advise all Holders be allocated to Holding to the extent of its requested amount of Registrable Securities and the number of shares of Registrable Securities that may Shares to be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementUnderwritten Offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Oasis Petroleum Inc.), Form of Registration Rights Agreement (Oasis Petroleum Inc.)
Underwriting. In the event that a registration pursuant Any notice provided to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given by PEG Inc. pursuant to Section 2.2(a)) in connection with an Underwritten Offering shall advise the Holders of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement or Piggyback Canadian Prospectus. In such event, the A Holder’s right of to include Registrable Shares in any Holder to registration Piggyback Registration Statement or Piggyback Canadian Prospectus pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s its Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shallA Holder, together with all Participating Holdersif distributing its Registrable Shares through such Underwritten Offering, shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such Underwritten Offering and complete and execute any questionnaires, personal information forms, powers of attorney, submissions to jurisdiction, certificates, undertakings, declarations, notices, indemnities, securities escrow agreements, and other documents reasonably required under the terms of such underwriting by (including, without limitation, any documents required under the Company Securities Act or applicable Canadian Securities Laws), and furnish to PEG Inc. such information in writing as PEG Inc. may reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersrequest for inclusion in the Registration Statement or Canadian Prospectus. Notwithstanding any other provision of this Section 2.2Agreement, with respect to an Underwritten Offering pursuant to a Piggyback Registration Statement or a Piggyback Canadian Prospectus, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded in such Underwritten Offering, then the Company shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities Shares) from the Underwritten Offering, and the number of any shares of Registrable Securities that may be included in the registration and underwriting Underwritten Offering shall be allocated among all Holders thereof in proportionfirst, as nearly as practicableto PEG Inc., and second, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such Holders, and third, to any other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be Person included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesUnderwritten Offering. If any a Holder of Registrable Securities disapproves of the terms of the underwritingany Underwritten Offering pursuant to a Piggyback Registration Statement or a Piggyback Canadian Prospectus, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter PEG Inc. and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after delivered at least 10 Business Days before the effective date of such registration, the Piggyback Registration Statement or such other shorter period at any time prior to execution of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer a definitive underwriting agreement in connection with an Underwritten Offering pursuant to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementa Piggyback Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pattern Energy Group Inc.), Registration Rights Agreement (Pattern Energy Group Inc.)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which HSNS gives notice is for a registered public offering involving an underwriting, the Company HSNS shall so advise the Holders Stockholders as a part of the written notice given pursuant to Section 2.2(a)part (a)(i) above. In such event, event the right of any Holder Stockholder to registration pursuant to this Section 2.2 PARAGRAPH 4.15 shall be conditioned upon such Holder’s Stockholder's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities Stockholder's Common Stock in the underwriting to the extent requested shall be limited to the extent provided herein. The Company All Stockholders proposing to distribute their Common Stock through such underwriting shall, together with all Participating HoldersHSNS and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersHSNS. Notwithstanding any other provision of this Section 2.2PARAGRAPH 4.15, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company underwriter may limit the number of Stockholder's Common Stock to be included in the registration and underwriting, or may exclude Stockholder's Common Stock entirely from such registration and underwriting subject to the terms of this Section 2.3. HSNS shall so advise all Holders holders of Registrable Securities HSNS's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities such securities, including Stockholder's Common Stock, that may be included in the registration and underwriting shall be allocated in the following manner: shares, other than Stockholder's Common Stock and other securities that have contractual rights with respect to registration similar to those provided for in this PARAGRAPH 4.15, requested to be included in such registration by shareholders shall be excluded, and if a limitation on the number of shares is still required, the number of Stockholder's Common Stock and other securities that have contractual rights with respect to registration that may be included shall be allocated among all Holders the holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities Stockholder's Common Stock and such other securities held by each such Holders holder at the time of filing the registration statement or in Registration Statement. For purposes of any such other manner as shall be agreed to by the Company underwriter cutback, all Common Stock and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn held by any holder that is a partnership or corporation, shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.any
Appears in 2 contracts
Samples: Asset Purchase Agreement (High Speed Net Solutions Inc), Asset Purchase Agreement (High Speed Net Solutions Inc)
Underwriting. In the event that If a registration pursuant statement referred to this Section 2.2 in the Piggyback Notice is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a)Registrable Securities. In such event, the right of any such Holder to registration include Registrable Securities in such a Registration pursuant to this Section 2.2 4.3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent as provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the managing underwriter(s) may exclude shares of the Registrable Securities from the registration and the underwriting, and subject to the following sentence, the number of shares of Registrable Securities that may will be included in the registration and the underwriting shall be allocated among all the Holders thereof as set forth in proportionSection 4.2. If the underwriting is not pursuant to Section 4.2, as nearly as practicable, to the respective amounts number of Registrable Securities held by such Holders at the time of filing that will be included in the registration statement or in such other manner as and the underwriting shall be agreed allocated first to by the Company and Holders of a majority to any other holder of the Company's securities who has exercised a right to demand the registration of its securities; and second, to each Holder and any other holders of Common Units that have requested to participate in the registration, including pursuant to contractual rights to participate in such registration, on a pro rata basis based on the total number of Registrable Securities proposed or other Common Units requested to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in registration by each such underwriting shall not be reduced unless all Holder and each such other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesholder. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter(s), and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) Business Days prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.
Appears in 2 contracts
Samples: Investor Rights Agreement (First Reserve Gp Ix Inc), Investor Rights Agreement (Acin LLC)
Underwriting. In the event that of a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting5.1, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 5.1(a)(i) that the right of any Holder to registration pursuant to this Section 2.2 5.1 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.25.1, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating HoldersHolders proposing to distribute their securities through such underwriting, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.25.1, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; statement, provided, however, that in the event of such limitation on the number of shares to be underwritten, then no shares of Founder's Stock shall be included unless all shares of Registrable Securities held requested by the Holders other than the Founders, including any shares issued in respect thereof upon conversion or otherwise, to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingso included. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Registration and Information Rights Agreement (Callidus Software Inc), Registration and Information Rights Agreement (Callidus Software Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a1.6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into and perform their obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders managing underwriter may limit the number of Registrable Securities and the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be allocated among all Holders thereof in proportionon a pro rata basis based on the total number of securities (including, as nearly as practicablewithout limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the respective amounts participating Holders by the Company; provided, that, (i) with respect to the IPO, the managing underwriter may exclude all of such Registrable Securities and (ii) with respect to any registration following the IPO, the managing underwriter may exclude only such number of Registrable Securities as would provide the Holders requesting registration with at least thirty percent (30%) of the total number of shares to be registered and sold pursuant to such registration; provided further that (X) in no event shall any Registrable Securities be excluded from such offering unless all other shareholders' securities are first excluded and (Y) any Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as a Founder shall be agreed to by the Company and Holders of a majority of the excluded before any other Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationexcluded. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders 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 "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. If any Holder or other holder disapproves of the terms of the any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementstatement relating thereto.
Appears in 2 contracts
Samples: Investor Rights Agreement (Omneon Video Networks, Inc.), Investor Rights Agreement (Omneon Video Networks, Inc.)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a3.5(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 3.5 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.23.5, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit on a pro rata basis the number of Registrable Securities to be included in such registration and underwriting; provided that there shall first be excluded from such registration all (i) securities sought to be included therein by shareholders exercising any contractual or incidental registration rights subordinate and junior to the rights of the Holders of Registrable Securities, and (ii) all Founder Registrable Securities. No such reduction shall reduce the amount of securities of the selling Holders (other than Founder Registrable Securities) included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration. Notwithstanding the foregoing, if such offering is the IPO, any or all of the Registrable Securities of the Holders may be excluded in accordance with this Section 3.5(b), provided that any and all securities of the Company to be sold by other selling shareholders are also excluded. The Company shall so advise all Holders of Registrable Securities and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders 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 statementrights owned by all entities and individuals included in such Holder, as defined in this sentence. If any Holder disapproves of the terms of any such underwriting, such Holder shall be excluded therefrom by written notice to the Holder from the Company. Any securities excluded from such underwriting shall be excluded from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto (or one hundred eighty (180) days in the event the registration is an IPO), or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: Members Agreement (Credo Technology Group Holding LTD), Members Agreement (Credo Technology Group Holding LTD)
Underwriting. In If the event that Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a registration part of their request made pursuant to this Section 2.2 is for a registered public offering involving an underwriting, 2.1 and the Company shall so advise include such information in the Holders as part of the written notice given pursuant to Section 2.2(a2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.2 2.1 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company and Company, which underwriters are reasonably acceptable to Initiating Holders holding a majority majority-in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter advises underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be allocated among all Holders thereof requesting to include Registrable Securities in proportion, as nearly as practicable, to such registration statement based on the respective amounts pro rata percentage of Registrable Securities held by such Holders at the time of filing the registration statement or Holders, assuming conversion. If a person who has requested inclusion in such other manner registration as shall be agreed provided above does not agree to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder may elect to withdraw person shall be excluded therefrom by written notice to from the Company, the managing underwriter and or the Initiating Holders. The Registrable Securities and/or other securities so withdrawn excluded shall also be withdrawn from registration, and such . Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not also be transferred in a public distribution prior to 90 days after the effective date of withdrawn from such registration, or such other shorter period of time as the underwriters may require. If shares are so withdrawn from registrationthe registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all persons retaining the right Holders who have retained rights to include securities in the registration the right to include additional securities Registrable Securities in the registrationregistration in an aggregate amount equal to the number of shares so withdrawn, with such shares being to be allocated among all such Participating Holders in proportionrequesting additional inclusion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementset forth above.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Achaogen Inc), Investors’ Rights Agreement (Achaogen Inc)
Underwriting. In The Company shall advise the event that a registration Holders of the identity of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. The right of any such Holder’s Registrable Shares to be included in any Piggyback Registration Statement pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(c) shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company managing underwriters may exclude shares (including Registrable Shares) from the Piggyback Registration Statement and the Underwritten Offering, and any shares of Common Stock included in the Piggyback Registration Statement and the Underwritten Offering shall so advise all be allocated, first, to the Company, and second, to any Person exercising demand registration rights that are the basis for such registration, and third, to each of the Holders requesting inclusion of their Registrable Securities Shares in such Piggyback Registration Statement on a pro rata basis based on the total number of such shares requested to be included; provided, that if (i) the Mandatory Shelf Registration Statement is not declared effective by the 120th day following the Closing or (ii) the Commission shall have issued a stop order relating to the Mandatory Shelf Registration Statement and such order remains in effect, then the number of shares of Registrable Securities that may be included Shares requested by any holder for inclusion in the registration and underwriting Piggyback Registration shall be allocated among all Holders thereof in proportion, as nearly as practicable, to on a pro rata basis with the respective amounts of Registrable Securities held by such Holders at person exercising demand registration rights that are the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in basis for such registration; provided, howeverfurther, that the number of shares of Registrable Securities Shares to be included in such underwriting the Piggyback Registration Statement shall not be reduced unless all other securities, including securities for of the Company held by other holders of the Company’s account capital stock with registration rights that are inferior (i.e., primary shares)with respect to such reduction) to the registration rights of the Holders set forth herein, are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such and registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities Registration Rights Agreement disapproves of the terms of the underwritingany Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after delivered at least 10 Business Days before the effective date of such registration, the Piggyback Registration Statement. Any Registrable Shares excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, such Underwritten Offering shall be excluded and withdrawn from the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementPiggyback Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Chindex International Inc), Registration Rights Agreement (Chindex International Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.23, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of on the number of shares to be underwritten, then and (a) if such registration is the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein, and (b) if such registration is other than the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than fifty percent (50%) of the securities included therein (based on aggregate market values). The Company shall so advise all Holders holders of Registrable Securities securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Securities Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated among all such Holders thereof and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities which they had requested to be included in such Holders registration at the time of filing the registration statement statement, except that Registrable Securities held by any of the Purchasers, or in such any other manner as Holder shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed last to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareslimited. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Any Registrable Securities and/or or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Telaxis Communications Corp), Registration Rights Agreement (Millitech Corp)
Underwriting. In the event that If a registration pursuant to statement under which the Company gives notice under this Section 2.2 5(b) is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a)Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.2 5(b) shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the Company shall not reduce the number of Registrable Securities to be included in such registration and underwriting to less than thirty-three percent (33%) of the total number of shares to be underwritten; provided further, that no shares shall be included in such registration other than shares for the account of the Company or the Holders. In the event of a limitation by the Company of the number of Registrable Securities to be included in such registration and underwriting, the Company shall so advise all Holders of Registrable Securities requesting registration, and the number of shares of Registrable Securities or securities that may are entitled to be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders each Holder at the time of filing of the registration statement. 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, limited liability company or corporation, the partners, retired partners, members and shareholders of such Holder, or the estates and family members of any such partners, retired partners and members 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 number of Registrable Securities owned by all entities and individuals included in such Holder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Telanetix,Inc), Securities Purchase Agreement (Telanetix,Inc)
Underwriting. In the event that If a registration pursuant to statement under which HAUSA gives notice under this Section 2.2 3.2 is for a registered public offering involving an underwritingunderwritten offering, the Company then HAUSA shall so advise the Registration Rights Holders as part of the notice given pursuant to Section 2.2(a)in writing. In such event, the right of any each Registration Rights Holder to have its Registrable Securities included in a registration pursuant to this Section 2.2 3.2 shall be conditioned upon such Registration Rights Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Registration Rights Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shallIn connection with such underwritten offering, together with all Participating Holders, each participating Registration Rights Holder shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company or underwriters determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of managing underwriter(s) may exclude shares (including Registrable Securities Securities) from the registration and the underwriting, and the number of shares of Registrable Securities that may be included in the registration and the underwriting shall be allocated among all Holders thereof allocated, first, to HAUSA in proportionfull for shares of HAUSA stock it proposes to offer in a primary offering, as nearly as practicableand second, to the respective amounts participating Registration Rights Holders ratably in accordance with the number of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed shares each requesting Registration Rights Holder requested to be included in such registrationunderwritten; provided, however, that the right of the underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that the aggregate number of shares of Registrable Securities to be of all Registration Rights Holders included in any such underwriting shall registration is not be reduced unless all other securities, including securities for the Company’s account below ten percent (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason 10%) of the underwriter’s marketing limitation shall be shares included in such the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any If a Registration Rights Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Registration Rights Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter HAUSA and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least twenty (20) business days prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. Any such exclusion or withdrawal in such underwriting shall not limit the rights of the Registration Rights Holder to include its Registrable Securities in any subsequent underwritten offering under this Section 3.2(b).
Appears in 2 contracts
Samples: Omnibus Stockholders’ Agreement (Arbios Systems Inc), Omnibus Stockholders’ Agreement (Arbios Systems Inc)
Underwriting. In The Lender shall evaluate the event that a registration pursuant proposed Additional Mortgaged Property, and shall make underwriting determinations as to this Section 2.2 is the Aggregate Debt Service Coverage Ratio for a registered public offering involving an underwritingthe Trailing 12 Month Period and the Aggregate Loan to Value Ratio applicable to the Collateral Pool, on the basis of the lesser of (i) if purchased by the Borrower within 12 months of the related Collateral Addition Request, the Company shall so advise the Holders as part acquisition price of the notice given pursuant proposed Additional Mortgaged Property or (ii) a Valuation made with respect to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2proposed Additional Mortgaged Property, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares otherwise in accordance with Xxxxxx Mae’s DUS Underwriting Requirements, including applicable underwriting floors. Within 30 days after receipt of (i) the above provisionsCollateral Addition Request for the proposed Additional Mortgaged Property and (ii) all reports, certificates and documents set forth on Exhibit S to this Agreement, including a zoning analysis undertaken in accordance with Section 206 of the DUS Guide, the Company Lender shall notify the Borrower whether or the underwriters may round the number of shares allocated to any Holder not it shall consent to the nearest 100 sharesaddition of the proposed Additional Mortgaged Property to the Collateral Pool and, if it shall so consent, shall set forth the Aggregate Debt Service Coverage Ratios for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio which it estimates shall result from the addition of the proposed Additional Mortgaged Property to the Collateral Pool. If any Holder of Registrable Securities disapproves the Lender declines to consent to the addition of the terms proposed Additional Mortgaged Property to the Collateral Pool, the Lender shall include, in its notice, a brief statement of the underwriting, such Holder may elect to withdraw therefrom by written reasons for doing so. Within five Business Days after receipt of the Lender’s notice that it shall consent to the Companyaddition of the Additional Mortgaged Property to the Collateral Pool, the managing underwriter and Borrower shall notify the Initiating HoldersLender whether or not it elects to cause the proposed Additional Mortgaged Property to be added to the Collateral Pool. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior If the Borrower fails to 90 days after respond within the effective date of such registration, or such other shorter period of time as five Business Days, it shall be conclusively deemed to have elected not to cause the underwriters may require. If shares are withdrawn from registration, the Company shall offer proposed Additional Mortgaged Property to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, be added to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementCollateral Pool.
Appears in 2 contracts
Samples: Master Credit Facility Agreement (Mid America Apartment Communities Inc), Master Credit Facility Agreement (Mid America Apartment Communities Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a6(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.26, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders managing underwriter may limit the number of Registrable Securities and the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to by reducing the respective amounts number of Registrable Securities held by such Holders at included on behalf of the time of filing the registration statement Holders, on a pro-rata basis (or in such other manner proportions as shall mutually be agreed upon by such Holders), based on the total number of Registrable Securities entitled to registration held by each Holder, but in no event shall the Company and Holders amount of a majority securities of the Registrable Securities proposed to Holders included in the offering be reduced below ten percent (10%) of the total amount of securities included in such registrationoffering, unless such offering is the initial public offering of the Company, in which case the securities of the Holders can be excluded in their entirety; provided, however, that any such limitation or "cutback" shall be first applied to all shares proposed to be sold in such offering other than for the number account of shares the Company which are not Registrable Securities. The Company shall advise all Holders of Registrable Securities to which would otherwise be included in registered and underwritten pursuant hereto of any such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareslimitations. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Any Registrable Securities and/or other securities so withdrawn shall also be excluded or withdrawn from registration, and such Registrable Securities underwriting shall not be transferred included in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Stockholders' Rights Agreement (Netflix Com Inc), Stockholders' Rights Agreement (Netflix Com Inc)
Underwriting. In Any notice provided to Holding by the event that a registration Company pursuant to Section 2(b)(i) in connection with an Underwritten Offering shall advise Holding of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. The right of Holding’s Registrable Shares to be included in any Piggyback Registration Statement pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(b)(i) shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such HolderHolding’s Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shallHolding, together with all Participating Holders, if distributing Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that Holding shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities Shares) from the Piggyback Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering, and any Shares included in the registration Piggyback Registration Statement and underwriting the Underwritten Offering shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such Company, and second, to Holding, and third, to any other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be Person included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesPiggyback Registration Statement. If any Holder of Registrable Securities Holding disapproves of the terms of the underwritingany Underwritten Offering, such Holder Holding may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after delivered at least 10 Business Days before the effective date of such registration, the Piggyback Registration Statement. Any Registrable Shares excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, such Underwritten Offering shall be excluded and withdrawn from the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementPiggyback Registration Statement.
Appears in 2 contracts
Samples: Form of Registration Rights Agreement (Oasis Petroleum Inc.), Registration Rights Agreement (Oasis Petroleum Inc.)
Underwriting. In the event that a registration pursuant to this Section 2.2 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.2(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.2 and the inclusion of such Holder’s 's Registrable Securities in the underwriting underwriting, to the extent requested shall be limited requested, to the extent provided herein. Notwithstanding the foregoing, the Initiating Holders seeking registration may (i) determine whether or not an offering pursuant to this section will be underwritten and (ii) if underwritten, who the managing underwriter will be. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registrationstatement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Investor Rights Agreement (Leap Technology Inc / De), Investor's Rights Agreement (Seal Holdings Corp)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a7.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 7.3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and Company, which underwriters shall be reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all Initiating the participating Holders. Notwithstanding any other provision of this Section 2.27.3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by Other Stockholders (other than Registrable Securities Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and if a limitation on the number of shares is still required, the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by which each Holder had requested to be included in such Participating Holders registration at the time of filing and which have not already been included in the registration statement; provided, however, that, except with respect to the initial public offering of the Company's securities, the number of shares of Registrable Securities included in the registration shall not constitute less than 30% of the total securities included in the offering. If any Holder of Registrable Securities or any Other Stockholder disapprove of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc), Preferred Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc)
Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwritingconnection with any Underwritten Offering, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersin their sole discretion. Notwithstanding any other provision of this Section 2.22, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among all such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesstatement. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and If by the withdrawal of such Registrable Securities shall not a greater number of shares of Registrable Securities held by other Holders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such Participating Holders at the time of filing the registration statementand underwriting will not thereby be limited.
Appears in 2 contracts
Samples: Form of Registration Rights Agreement (Frank's International N.V.), Registration Rights Agreement (Frank's International N.V.)
Underwriting. In If the event that a registration pursuant to statement under which the Company gives notice under this Section 2.2 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a)Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.2 2.3 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises or underwriters determine in good faith that the Company in writing that proposed number of securities to be underwritten would adversely affect the marketing factors require a limitation of such securities, then the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company; second, to the Holders of Registrable Securities (excluding for these purposes, any Junior Registrable Securities) on a pro rata basis based on the number of Registrable Securities (excluding any Junior Registrable Securities) held by such Holders; and third to the Holders of Junior Registrable Securities on a on a pro rata basis based on the number of Junior Registrable Securities held by such Holders at Holders. No such reduction shall reduce the time amount of filing Registrable Securities which are not Junior Registrable Securities included in the registration statement or below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering, in which case the selling Holders may be completely excluded if the underwriters make the determination described above and no other manner as shall shareholder’s securities are included. In no event will shares of any other selling shareholder be agreed to included in such registration that would reduce the number of shares which may be included by the Company and Holders without the written consent of the Holders of not less than a majority of the Registrable Securities proposed to be included sold in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesoffering. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) business days prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing 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, members, retired members and shareholders of such Holder, or the estates and family members of any such partners, retired partners, members, retired members and shareholders 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.
Appears in 2 contracts
Samples: Investor Rights Agreement (Paylocity Holding Corp), Investor Rights Agreement (Paylocity Holding Corp)
Underwriting. In If the event that a registration pursuant Holders intend to this Section 2.2 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of their request and the Company shall include such information in its written notice given pursuant to Section 2.2(a)the other Holders. In such event, the The right of any Holder to registration pursuant to this Section 2.2 4 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding holders of a majority of the Registrable Securities held proposed by all Initiating Holderssuch Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 2.24, if the managing underwriter advises the Company Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then then, subject to the provisions of Section 4(a) above, the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting inclusion in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. To facilitate If the allocation managing underwriter has not limited the number of shares Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in accordance with such registration if the above provisionsunderwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the underwriters may round other selling stockholders shall bear an equitable share of the number of shares allocated to any Holder to the nearest 100 sharesRegistration Expenses in connection with such registration and underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may may, subject to Section 7 hereof, elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating other Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and however, that if by the withdrawal of such Registrable Securities shall not a greater number of Registrable Securities held by other Holders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, to determining the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementunderwriter limitation in this Section 4(b).
Appears in 2 contracts
Samples: Registration Rights Agreement (Bloom Energy Corp), Registration Rights Agreement (Bloom Energy Corp)
Underwriting. In The Lender shall evaluate the event that a registration pursuant proposed Additional Mortgaged Property, and shall make underwriting determinations as to this Section 2.2 is the Aggregate Debt Service Coverage Ratio for a registered public offering involving an underwritingthe Trailing 12 Month Period and the Aggregate Loan to Value Ratio applicable to the Collateral Pool, on the basis of the lesser of (i) if purchased by the Borrower within 12 months of the related Collateral Addition Request, the Company shall so advise the Holders as part acquisition price of the notice given pursuant proposed Additional Mortgaged Property or (ii) a Valuation made with respect to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2proposed Additional Mortgaged Property, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares otherwise in accordance with Xxxxxx Mae’s DUS Underwriting Requirements, including applicable underwriting floors. Within 30 days after receipt of (i) the above provisionsCollateral Addition Request for the proposed Additional Mortgaged Property and (ii) all reports, certificates and documents set forth on Exhibit S to this Agreement, including a zoning analysis undertaken in accordance with Section 206 of the DUS Guide, the Company Lender shall notify the Borrower whether or the underwriters may round the number of shares allocated to any Holder not it shall consent to the nearest 100 sharesaddition of the proposed Additional Mortgaged Property to the Collateral Pool and, if it shall so consent, shall set forth the Aggregate Debt Service Coverage Ratios for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio which it estimates shall result from the addition of the proposed Additional Mortgaged Property to the Collateral Pool. If any Holder of Registrable Securities disapproves the Lender declines to consent to the addition of the terms proposed Additional Mortgaged Property to the Collateral Pool, the Lender shall include, in its notice, a brief statement of the underwriting, such Holder may elect to withdraw therefrom by written reasons for doing so. Within five Business Days after receipt of the Lender’s notice that it shall consent to the Companyaddition of the proposed Additional Mortgaged Property to the Collateral Pool, the managing underwriter and Borrower shall notify the Initiating HoldersLender whether or not it elects to cause the proposed Additional Mortgaged Property to be added to the Collateral Pool. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior If the Borrower fails to 90 days after respond within the effective date of such registration, or such other shorter period of time as five Business Days, it shall be conclusively deemed to have elected not to cause the underwriters may require. If shares are withdrawn from registration, the Company shall offer proposed Additional Mortgaged Property to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, be added to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementCollateral Pool.
Appears in 2 contracts
Samples: Master Credit Facility Agreement (Mid America Apartment Communities Inc), Master Credit Facility Agreement (Mid America Apartment Communities Inc)
Underwriting. In The Lender shall evaluate the event that proposed Substituted Mortgaged Property, and shall make underwriting determinations as to (a) the Aggregate Debt Service Coverage Ratios and the Aggregate Loan to Value Ratio immediately prior to and immediately after giving effect to the proposed substitution, and (b) the Valuation and the Net Operating Income for the Trailing 12 Month Period for both the proposed Substituted Mortgaged Property and the proposed Collateral Release Property. Notwithstanding anything to the contrary contained herein, for purposes of making such underwriting determines with respect to the proposed Substituted Mortgaged Property, such determinations shall be made on the basis of a registration pursuant Valuation made with respect to the proposed Substituted Mortgaged Property, and otherwise in accordance with Xxxxxx Mae’s DUS Underwriting Requirements, including applicable underwriting floors. Within 30 days after receipt of (a) the Collateral Substitution Request for the proposed Substituted Mortgaged Property and the proposed Collateral Release Property and (b) all reports, certificates and documents set forth on Exhibit EE to this Agreement, including a zoning analysis undertaken in accordance with Section 2.2 is for a registered public offering involving an underwriting206 of the DUS Guide, the Company Lender shall so advise notify the Holders as part of Borrower Parties whether or not the notice given pursuant to Section 2.2(a). In such event, proposed Substituted Mortgaged Property meets the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements Coverage and LTV Tests and DUS Underwriting Requirements required by this Section 2.27.04(b)(iii), and the inclusion of such Holder’s Registrable Securities in the underwriting therefore whether or not it shall consent to the extent requested addition of the proposed Substituted Mortgaged Property to the Collateral Pool in substitution of the proposed Collateral Release Property and, if it shall so consent, shall set forth the Aggregate Debt Service Coverage Ratios and the Aggregate Loan to Value Ratio which it estimates shall result from the substitution of the proposed Substituted Mortgaged Property into the Collateral Pool in replacement of the proposed Collateral Release Property. If the proposed Substituted Mortgaged Property does not meet the Coverage and LTV Tests and DUS Underwriting Requirements required by this Section 7.04(b)(iii), and therefore the Lender does not consent to the substitution of the proposed Substituted Mortgaged Property into the Collateral Pool in replacement of the proposed Collateral Release Property, the Lender shall include, in its notice, a brief statement of the reasons for doing so. Within five Business Days after receipt of the Lender’s notice that it shall consent to the substitution of the proposed Substituted Mortgaged Property into the Collateral Pool in replacement of the proposed Collateral Release Property, the Borrower Parties shall notify the Lender whether or not they elect to cause such substitution to occur. If the Borrower Parties fail to respond within the period of five Business Days, they shall be limited conclusively deemed to have elected not to cause the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable proposed substitution to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementoccur.
Appears in 2 contracts
Samples: Master Credit Facility Agreement (Mid America Apartment Communities Inc), Master Credit Facility Agreement (Mid America Apartment Communities Inc)
Underwriting. In the event that case of an underwritten offering in which a registration pursuant Holder has elected to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In include such eventHolder's shares, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shallIf any Holder proposes to distribute its securities through such underwriting, such Holder shall (together with all Participating Holders, the Company and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersor any underwriter with respect thereto. Notwithstanding any other provision of this Section 2.22, if the managing underwriter advises notifies the Company in writing that marketing factors require a limitation of the number of shares securities proposed to be underwrittenincluded in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, then the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders of Registrable Securities the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders thereof the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders Holder and other securities held by other stockholders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registrationstatement; provided, however, provided that the number of shares aggregate amount of Registrable Securities to be held by each selling Holder included in such underwriting the offering shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason below 20% of the underwriter’s marketing limitation shall be total amount of securities included in such registrationthat offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any the Holder or other stockholders to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementstatement relating thereto.
Appears in 2 contracts
Samples: Registration Rights Agreement (Modem Media Poppe Tyson Inc), Registration Rights Agreement (True North Communications Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 6 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.26, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may (subject to the limitation set forth below) limit or exclude from such underwriting the Registrable Securities and other securities of the Holders to be distributed. If the Company is so advised by the managing underwriter, then all securities other than Registrable Securities and the securities proposed to be registered by the Company shall first be excluded from the registration. If additional securities must be eliminated as a consequence of the managing underwriter’s determination, then the Company shall so advise all Holders of distributing their Registrable Securities and through such underwriting of such limitation or exclusion and, if applicable, the number of shares of Registrable Securities that the managing underwriter determines may be included in the registration and underwriting shall be allocated among all Holders thereof of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at Holders. Notwithstanding the time foregoing, in no event shall the amount of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority securities of the Registrable Securities proposed to selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such registration; providedoffering, howeverunless such offering is the initial public offering of the Company’s securities, that in which case the number of shares of Registrable Securities to selling Holders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities are included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationinitial public offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and underwriter. If by the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and withdrawal of such Registrable Securities shall not a greater number of Registrable Securities held by other Holders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall will offer to all persons retaining the right to include securities other Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, to determining the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementunderwriter limitation in this Section 6(b).
Appears in 2 contracts
Samples: Registration Rights Agreement (Acorda Therapeutics Inc), Registration Rights Agreement (Acorda Therapeutics Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a1.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 1.3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable Company, but subject to Initiating the reasonable approval of Holders holding more than a majority of the Registrable Securities held by all Initiating Holdersto be included in such registration. Notwithstanding any other provision of this Section 2.21.3, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders of Registrable Securities and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities securities that may be included in the registration and underwriting (other than on behalf of the Company) shall be allocated among all Holders thereof and such other holders (provided that such other holders have contractual rights to participate in such registration in accordance with Sections 1.3(c) or 1.5 hereof which are not subordinate to the Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held or other securities requested to be included in such registration by such Holders at and such other holders; provided, however, in no event shall the time amount of filing Registrable Securities of the registration statement or Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such other manner as shall offering, unless such offering is the initial public offering of the Company's securities in which case the Holders may be agreed to by excluded entirely if the Company and underwriters make the determination described above or the Holders of holding a majority of the Registrable Securities consent in writing to such a reduction; provided that in each such case, no shares held by any Holder shall be so excluded from such registration until all shares proposed to be included in such registration; provided, however, that registered by the number of shares of Registrable Securities Founders or other parties granted registration rights pursuant to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), Section 1.3(c) hereof are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Holder of Registrable Securities or holder disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 ninety (90) days after the effective date of such registrationthe registration statement relating thereto, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Rights Agreement (Imanage Inc), Rights Agreement (Imanage Inc)
Underwriting. In If the event that a registration pursuant to statement under which the Company gives notice under this Section 2.2 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a)Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.2 2.3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2the Agreement, if the managing underwriter advises the Company determines in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company; second, to the Holders who are holders of Series B Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) and Series A Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) on a pro rata basis based on the total number of Registrable Securities held by such Holders at of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock; and third, to the time Holders who are holders of filing Common Stock (issued otherwise than upon conversion of Series B Convertible Preferred Stock or Series A Convertible Preferred Stock) on a pro rata basis based on the registration statement or in such other manner as shall be agreed to by the Company and Holders total number of a majority of the Registrable Securities proposed to be included in held by such registrationHolders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities, including securities for of the Company’s account Company (i.e., primary shares), other than securities being offered by the Company and Registrable Securities being offered by the Holders) are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such and registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least ten business days prior to 90 days after 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 that is a partnership or corporation, the partners, retired partners, stockholders and Affiliates of such Holder, or the estates and family members of any such other shorter period partners and retired partners and any trusts for the benefit of time as any of the underwriters may require. If foregoing person 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 are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held owned by all entities and individuals included in such Participating Holders at the time of filing the registration statement"Holder," as defined in this sentence.
Appears in 2 contracts
Samples: Rights Agreement (National Patent Development Corp), Rights Agreement (Gp Strategies Corp)
Underwriting. In The Company shall notify the event that a registration Holders of the identity of the managing underwriter or underwriters for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in any IPO Registration Statement pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(b) shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, customary underwriter lock-up agreements, including those described herein, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the IPO Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements (including indemnitees) with the Company or the underwriters other than representations, warranties or agreements (including indemnitees) as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company or underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company shall so advise all Holders of managing underwriter or underwriters may exclude shares (including Registrable Securities Shares) from the IPO Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering and any Common Shares included in the registration IPO Registration Statement and underwriting the Underwritten Offering shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to each of the Holders requesting inclusion of their Registrable Shares in such IPO Registration Statement on a pro rata basis based on the total number of Registrable Securities held Shares then requested for inclusion by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesHolder. If any Holder of Registrable Securities disapproves of the terms of the underwritingany Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationor underwriters, and such Registrable Securities shall not be transferred in a public distribution delivered at least ten Business Days prior to 90 days after the proposed effective date of the IPO Registration Statement; provided, that if, in the opinion of counsel, such registrationwithdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice at least 20 Business Days prior to the proposed effective date of the IPO Registration Statement. Any Registrable Shares excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, such Underwritten Offering shall be excluded and withdrawn from the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementIPO Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Highland Financial Partners, L.P.), Registration Rights Agreement (Highland Financial Partners, L.P.)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a3.2(a). In such event, event the right of any Holder to registration pursuant to this Section 2.2 3.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.23.2, if the managing underwriter advises or the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting. If the Company or underwriter limits the number of Registrable Securities from such registration but does not exclude such Registrable Securities entirely, the Company shall so advise all Holders distributing their securities through such underwriting of Registrable Securities such limitation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationstatement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration. In no event, or such other shorter period of time as shall the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by to be included in the offering pursuant to this Section 3.2 be reduced below twenty-five percent (25%) of the total amount of securities included in such Participating Holders at the time of filing the registration statementoffering.
Appears in 2 contracts
Samples: Investor Rights Agreement (Genelux Corp), Investor Rights Agreement (Genelux Corp)
Underwriting. In The Company shall notify the event that a registration Holders of the identity of the managing underwriters for the Underwritten Offering proposed under the IPO Registration Statement as provided above. The right of any such Holder’s Registrable Interests to be included in any IPO Registration Statement pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(b) shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s Registrable Securities Interests in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Interests through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority underwriters or as otherwise customary in this type of Registrable Securities held by all Initiating Holderstransaction. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities Interests) from the IPO Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering and any Common Interests included in the registration IPO Registration Statement and underwriting the Underwritten Offering shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to each of the Holders requesting inclusion of their Registrable Interests in such IPO Registration Statement on a pro rata basis based on the total number of Registrable Securities Interests then held by each such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareswhich is requesting inclusion. If any Holder of Registrable Securities disapproves of the terms of the underwritingany Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) Business Days prior to 90 days after the effective date of the IPO Registration Statement, provided, that if, in the opinion of counsel for the Company, such registrationwithdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to have delivered such written notice at least twenty (20) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Interests excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, such Underwritten Offering shall be excluded and withdrawn from the Company IPO Registration Statement but shall offer still be eligible to all persons retaining the right to include securities be included in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementMandatory Shelf Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bond Street Holdings Inc), Registration Rights Agreement (FCB Financial Holdings, Inc.)
Underwriting. In the event that a registration pursuant to this Section 2.2 1.3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part by promptly giving written notice of the notice given pursuant proposed registration to Section 2.2(a)all other Holders. In such event, the right of any Holder to participate in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.21.3, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, as applicable, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.21.3, if the managing underwriter advises the Company Initiating Holders, in writing that that, in its good faith judgment, marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all participating Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate If the allocation underwriter has not limited the number of shares in accordance with the above provisionsRegistrable Securities to be underwritten, the Company may include securities for its own account (or for the underwriters may round account of other shareholders) in such registration if the underwriter so agrees and if the number of shares allocated Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If the number of Registrable Securities excluded from the underwriting exceeds fifty percent (50%) of the total Registrable Securities requested to any Holder be included in such underwriting by the Holders, then Holders of a majority of the Registrable Securities requested to be included in such underwriting may elect to terminate the nearest 100 sharesregistration and underwriting and such terminated registration shall not count as a registration effected under this Section 1.3. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Securities Rights Agreement (Salon Media Group Inc), Securities Rights Agreement (Salon Media Group Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 2.2(asubsection 9.6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 9.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holdersthe Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.29.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) securities (other than Registrable Securities) held by officers or directors of the Company and by Other Shareholders shall be excluded from such registration to the extent so required by such limitation, and (ii) if a limitation of the number of shares to be underwrittenunderwritten is still required, then the Company shall so advise all Holders of Registrable Securities requesting registration, and the number of shares of Registrable Securities that may be included in the registration and underwriting on behalf of such Holders shall be reduced as required, such reduction to be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders persons at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such party may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
Appears in 2 contracts
Samples: Series C Preferred Stock Purchase Agreement (Cellomics Inc), Preferred Stock and Warrant Purchase Agreement (Cellomics Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(asubsection 2.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 subsection 2.3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holdersthe Company and the other shareholders, if any, distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter Underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2subsection 2.3, after the first sale by the Company of its securities to the public in a firmly underwritten public offering (from which offering any or all shares of Registrable Securities and other shareholders' securities may be excluded by the Underwriter if the Underwriter determines that marketing factors require a limitation of the number of shares to be underwritten), if the managing underwriter advises the Company in writing Underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders Underwriter may limit the amount of Registrable Securities securities to be included in the registration and underwriting by the Company's shareholders; provided, however, the number of shares to be included in such registration and underwriting by the Holders and other shareholders possessing registration rights shall not be reduced to less than 20% of Registrable Securities the aggregate securities included therein without the prior written consent of all of such shareholders requesting inclusion of their shares therein. The number of shares that may be included in the registration and underwriting shall be allocated first among the Holders in proportion to the number of Registrable Securities then held by each, and thereafter among all Holders thereof other shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities entitled to inclusion in such registration held by such Holders shareholders at the time of filing of the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesstatement. If any Holder of Registrable Securities such shareholder disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating HoldersUnderwriter. The Any Registrable Securities and/or other securities so withdrawn shall also be excluded or withdrawn from registration, and such Registrable Securities underwriting shall not be transferred in a public distribution prior to 90 days after the effective date of excluded from such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 2 contracts
Samples: Rights Agreement (Power Integrations Inc), Rights Agreement (Power Integrations Inc)
Underwriting. In If, from time to time, the event Holders owning Registrable Securities equal to at least 25% of the originally issued Series B Stock so elect, the prospectus relating to such Shelf Registration Statement shall be supplemented so that a registration pursuant the offering of all or part of the Registrable Securities included therein shall be in the form of an underwritten public offering. Upon receipt of the request to this Section 2.2 is for a registered public offering involving an underwritingsupplement the prospectus relating to such Shelf Registration Statement, the Company shall so advise the will promptly give written notice of such underwritten offering to all other Holders as part of the notice given pursuant to Section 2.2(a)holding Registrable Securities included in such Shelf Registration Statement. In such event, the The right of any Holder to include Registrable Securities in such underwritten registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter Underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter Underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities to be included in such underwritten offering and the number of shares Company shall include in such underwritten offering only the aggregate amount of Registrable Securities that the Underwriter believes may be sold and shall reduce the amount of Registrable Securities held by the Holders to be included in such underwritten offering pro rata based on the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder supplement to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice prospectus relating to the Company, the managing underwriter and the Initiating HoldersShelf Registration Statement. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registrationexcluded from, or not included in, such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company underwritten offering shall offer remain available for resale pursuant to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementShelf Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Phillips Van Heusen Corp /De/), Registration Rights Agreement (Phillips Van Heusen Corp /De/)
Underwriting. In the event that The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2.1 shall be conditioned upon such Holder’s participation in the an underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company and Company, which underwriters are reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter advises underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of shares Registrable Securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be allocated among all Holders thereof requesting to include Registrable Securities in proportion, as nearly as practicable, to such registration statement based on the respective amounts pro rata percentage of Registrable Securities that each such Holder has requested be included in such registration statement. In no event shall the number of Registrable Securities underwritten in such registration be limited unless and until all Registrable Securities held by persons other than Holders, including the Company, are completely excluded from such Holders at offering. If a person who has requested inclusion in such registration as provided above does not agree to the time terms of filing any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If Registrable Securities are so withdrawn from the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that if the number of shares of Registrable Securities to be included in such underwriting shall not be registration was previously reduced unless all other securities, including securities for the Company’s account (i.e., primary sharesas a result of marketing factors pursuant to this Section 2.1(e), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right Holders who have retained rights to include securities in the registration the right to include additional securities Registrable Securities in the registrationregistration in an aggregate amount equal to the number of Registrable Securities so withdrawn, with such shares being Registrable Securities to be allocated among all such Participating Holders in proportionrequesting additional inclusion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementset forth above.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Maxygen Inc), Investors’ Rights Agreement (Maxygen Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a1.6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held (or by all Initiating Holdersthe holders who have demanded such registration). Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration to a minimum of 30% of the total shares to be included in such underwriting or exclude them entirely in the case of the Company’s initial public offering. The Company shall so advise all Holders of Registrable Securities and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationstatement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder of Registrable Securities or other holder disapproves of the terms of the any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 one hundred eighty (180) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration statement relating thereto (the right to include additional securities “Lock-Up Period”); provided, however, that if such registration is not the Company’s initial public offering such Lock-Up Period shall be one hundred twenty (120) days unless the managing underwriter determines that marketing factors require a longer period in which case the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to Lock-Up period shall be specified by the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementmanaging underwriter but shall not exceed one hundred eighty (180) days.
Appears in 2 contracts
Samples: Registration Rights Agreement (Strativation, Inc.), Registration Rights Agreement (Strativation, Inc.)
Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.2(a)(i) or 1.2(b)(i). In such event, the right of any Holder to participate in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.21.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all or Initiating Series C Holders, as applicable, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter advises the Company Initiating Holders or Initiating Series C Holders, as applicable, in writing that that, in its good faith judgment, marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all participating Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate If the allocation underwriter has not limited the number of shares in accordance with the above provisionsRegistrable Securities to be underwritten, the Company may include securities for its own account (or for the underwriters may round account of other shareholders) in such registration if the underwriter so agrees and if the number of shares allocated Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If the number of Registrable Securities excluded from the underwriting exceeds fifty percent (50%) of the total Registrable Securities requested to any Holder be included in such underwriting by the Holders, then Holders of a majority of the Registrable Securities requested to be included in such underwriting may elect to terminate the nearest 100 sharesregistration and underwriting and such terminated registration shall not count as a registration effected under this Section 1.2. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders or Initiating Series C Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementapplicable.
Appears in 2 contracts
Samples: Rights Agreement (Salon Com), Rights Agreement (Salon Internet Inc)
Underwriting. In Lender shall evaluate the event that proposed Additional Mortgaged Property in accordance with Lender’s Underwriting Requirements, and shall make underwriting determinations as to the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio applicable to the Collateral Pool on the basis of the lesser of (i) the acquisition price of the proposed Additional Mortgaged Property if purchased as a registration pursuant to this Section 2.2 is for single acquisition or a registered public offering involving an underwriting, the Company shall so advise the Holders reasonable allocation of total purchase price if purchased as part of a portfolio purchase by Borrower within twelve (12) months of the notice given pursuant related Addition Request, and (ii) a Valuation made with respect to Section 2.2(a)the proposed Additional Mortgaged Property. In such eventWithin thirty (30) Business Days (provided that Lender shall use reasonable efforts to respond sooner) after receipt of (A) the Addition Request and (B) all reports, certificates and documents required by Lender’s Underwriting Requirements, Lender shall notify Borrower whether it shall consent to the right Addition Request. If Lender consents it shall set forth the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio which it estimates shall result from the addition of any Holder the proposed Additional Mortgaged Property. Within thirty (30) Business Days after receipt of Lender’s consent to registration pursuant the Addition Request, Borrower shall notify Lender whether it elects to this Section 2.2 add the proposed Additional Mortgaged Property to the Collateral Pool. If Borrower fails to respond within the period of thirty (30) Business Days, it shall be conditioned upon such Holder’s participation in conclusively deemed to have elected not to add the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting proposed Additional Mortgaged Property to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementCollateral Pool.
Appears in 1 contract
Samples: Master Credit Facility Agreement (Sun Communities Inc)
Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder to registration pursuant to this Section 2.2 5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.25(b), and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the a managing underwriter of recognized national standing selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 2.25, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities Securities, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter underwriter, and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 one hundred eighty (180) days after the effective date of such registration; provided, or however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other shorter period Holders may be included in such registration (up to the maximum of time as any limitation imposed by the underwriters may require. If shares are withdrawn from registrationunderwriters), then the Company shall offer to all persons retaining the right to include securities other Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, to determining the respective amounts underwriter limitation in this Section 5(b). If the underwriter has not limited the number of Registrable Securities held by to be underwritten, the Company may include securities for its own account or the account of others if the underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such Participating Holders at the time of filing the registration statementand underwriting shall not thereby be limited.
Appears in 1 contract
Samples: Registration Rights Agreement (Patient Infosystems Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 5.01 is for effected through a registered firm commitment underwritten public offering involving an underwritingat the election of the Initiating Holders, the underwriters selected must be reasonably acceptable to the Initiating Holders. The Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 5.01(a)(i) that the right of any Holder to registration pursuant to this Section 2.2 5.01 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.25.01, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating HoldersHolders proposing to distribute their securities through such underwriting, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by reasonably acceptable to the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.25.01, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities requesting to be included in the registration and underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; statement, provided, however, that in the event of such limitation on the number of shares to be underwritten, no shares of stock to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Purchaser or any Holder to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingso included. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Magainin Pharmaceuticals Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which Gateway gives notice is for a registered public offering involving an underwriting, the Company Gateway shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a1.4(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.4 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, Gateway and the other holders of securities of Gateway with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersGateway. Notwithstanding any other provision of this Section 2.21.4, if the managing underwriter representative of the underwriters advises the Company Gateway in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. Gateway shall so advise all Holders holders of Registrable Securities securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all Holders thereof first to Gateway for securities being sold for its own account and thereafter as set forth in proportion, as nearly as practicable, Section 1.14. If any person does not agree to the respective amounts terms of any such underwriting, he shall be excluded therefrom by written notice from Gateway or the underwriter. Any Registrable Securities held by or Company Registration - continued other securities excluded or withdrawn from such Holders at the time of filing underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that if the number of shares of Registrable Securities to be included in such underwriting registration was previously reduced as a result of marketing factors, Gateway shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall then offer to all persons retaining who have retained the right to include securities in the registration the right to include additional securities in the registrationregistration in an aggregate amount equal to the number of shares so withdrawn, with such shares being to be allocated among all such Participating Holders the persons requesting additional inclusion in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementaccordance with Section 1.14 hereof.
Appears in 1 contract
Underwriting. In Lender shall evaluate the event that a registration pursuant proposed Additional Mortgaged Property, and shall make underwriting determinations as to this Section 2.2 is the Aggregate Debt Service Coverage Ratio for a registered public offering involving an underwritingthe Trailing 12 Month Period and the Aggregate Loan to Value Ratio applicable to the Collateral Pool, on the basis of the lesser of (i) if purchased by Borrower within twelve (12) months of the related Collateral Addition Request, the Company shall so advise the Holders as part acquisition price of the notice given pursuant proposed Additional Mortgaged Property or (ii) a Valuation made with respect to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2proposed Additional Mortgaged Property, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares otherwise in accordance with the above provisionsUnderwriting Requirements, including applicable underwriting floors. Within thirty (30) days after receipt of (A) the Company Collateral Addition Request for the proposed Additional Mortgaged Property and (B) all reports, certificates and documents set forth on Exhibit S to this Agreement, including a zoning analysis undertaken in accordance with the Underwriting Requirements, Lender shall notify Borrower whether or the underwriters may round the number of shares allocated to any Holder not it shall consent to the nearest 100 sharesaddition of the proposed Additional Mortgaged Property to the Collateral Pool and, if it shall so consent, shall set forth the Aggregate Debt Service Coverage Ratios for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio which it estimates shall result from the addition of the proposed Additional Mortgaged Property to the Collateral Pool. If any Holder of Registrable Securities disapproves Lender declines to consent to the addition of the terms proposed Additional Mortgaged Property to the Collateral Pool, Lender shall include, in its notice, a brief statement of the underwriting, such Holder may elect to withdraw therefrom by written reasons for doing so. Within five (5) Business Days after receipt of Lender’s notice that it shall consent to the Companyaddition of the proposed Additional Mortgaged Property to the Collateral Pool, Borrower shall notify Lender whether or not it elects to cause the managing underwriter and proposed Additional Mortgaged Property to be added to the Initiating HoldersCollateral Pool. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior If Borrower fails to 90 days after respond within the effective date of such registration, or such other shorter period of time as five (5) Business Days, it shall be conclusively deemed to have elected not to cause the underwriters may require. If shares are withdrawn from registration, the Company shall offer proposed Additional Mortgaged Property to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, be added to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementCollateral Pool.
Appears in 1 contract
Samples: Master Credit Facility Agreement (Mid America Apartment Communities Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a2.2(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders of Registrable Securities and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed statement. In any offering subsequent to by the Company and Holders Initial Public Offering, the number of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that may not be reduced pursuant to this paragraph to less than 30% of the total number of shares included in the registration statement, and in the Initial Public Offering, Holders may be excluded entirely so long as no other selling stockholders are included in the registration statement. To facilitate the allocation of Registrable Securities to be included in such the registration and underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares of Registrable Securities allocated to any Holder or holder to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities or holder disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 1 contract
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Investor as a part of the written notice given pursuant to this Section 2.2(a)7.3. In such event, event the right of any Holder the Investor to registration pursuant to this Section 2.2 7.3 shall be conditioned upon such Holder’s the Investor's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s the Investor's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, Investor shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.27.3, (a) if the registration of which the Company gives notice is for the Company's Initial Public Offering, the Company may exclude all Registrable Securities of the Investor if Catalytica determines not to sell any Registrable Securities for Catalytica's account and provided that none of the net proceeds to the Company are used to make any payment to Catalytica, and (b) if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the underwriter may limit the number of the Registrable Securities to be included in such registration and underwriting. In the event of such a limitation by the Managing Underwriter, the Company shall so advise all Holders of Registrable Securities holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof holders thereof, including the Investor, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all such Holders holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesstatement. If any Holder of Registrable Securities the Investor disapproves of the terms of the any such underwriting, such Holder the Investor may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities but (subject to the greater period referred to in Section 7.6 hereof) shall not be transferred in a public distribution prior to 90 ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementstatement relating thereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (Catalytica Combustion Systems Inc)
Underwriting. In If a Registration Statement under which the event that a registration pursuant to Company gives notice under this Section 2.2 2.3 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a)Eligible Holders. In such event, the right of any Holder Eligible Holders to registration include Registrable Securities in a Registration pursuant to this Section 2.2 2.3 shall be conditioned upon such the Eligible Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Eligible Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company Each Selling Shareholder shall, together with all Participating Holdersin such event, enter into an underwriting agreement in customary form in connection with registrable secondary offerings with the managing underwriter or underwriter(s) selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriting. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises underwriter(s) advise(s) the Company and the Selling Shareholders in writing that marketing factors require a limitation of in its or their opinion the number of shares securities requested to be underwrittenRegistered exceeds the Maximum Number, then the Company shall so advise all Holders of Registrable Securities the Selling Shareholders and include such Maximum Number in the Registration. The number of shares of Registrable Securities that may be included in the registration Registration and the underwriting shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to any securityholders of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority who have registration rights that are senior to those of the Registrable Securities proposed Selling Shareholders, and third, to all Selling Shareholders and any other securityholders of the Company who have registration rights that are pari passu with those of the Selling Shareholders, based on the relative proportion of shares of all such Selling Shareholders and other securityholders, and fourth, if any, to other securityholders of the Company who have requested that their securities be included in such registration; provided, however, Registration Statement and who hold contractual registration rights with respect to such securities that the number of shares of Registrable Securities are junior to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason those of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesSelling Shareholders. If any Holder of Registrable Securities Selling Shareholder who has elected to participate in the underwritten offering disapproves of the terms of the any such underwriting, such Holder Selling Shareholder may elect to withdraw therefrom by promptly providing written notice to the CompanyCompany and the underwriter, at any time prior to the sale thereof (or, if applicable, the managing underwriter and the Initiating Holdersentry into a binding agreement for such sale). The Any Registrable Securities and/or other securities so withdrawn shall also be excluded or withdrawn from registration, such underwriting shall be excluded and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementRegistration.
Appears in 1 contract
Samples: Registration Rights Agreement (Gabelli Asset Management Inc)
Underwriting. In If the event that a registration pursuant Holders intend to this Section 2.2 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of their request and the Company shall include such information in its written notice given pursuant to Section 2.2(a)the other Holders. In such event, the The right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding of a majority of the Registrable Securities held proposed by all Initiating Holderssuch Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 2.2Section, if the managing underwriter advises the Company Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then then, subject to the provisions of Section 5(a), the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting inclusion in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registrationthe registration statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities, including securities for of the Company’s account (i.e., primary shares), Company are first entirely excluded from the underwritingunderwriting and registration. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating other Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and however, that if by the withdrawal of such Registrable Securities shall not a greater number of Registrable Securities held by other Holders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, determining the underwriter limitation in this Section. If the registration does not become effective due to the respective amounts withdrawal of Registrable Securities held by such Participating Securities, then either (1) the withdrawing Holders at requesting registration shall reimburse the time Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of filing the registration statementSection 5(a)(D).
Appears in 1 contract
Samples: Registration Rights Agreement (Alien Technology Corp)
Underwriting. In (i) Prior to the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwritingFirst Anniversary, Borrower may add any Additional Mortgaged Property provided that, after such addition, the Company shall so advise Coverage and LTV Tests are satisfied. Thereafter, the Holders as part proposed Additional Mortgaged Property must itself have a Debt Service Coverage Ratio of not less than 1.25:1.0 with respect to the portion of the notice given pursuant Advances Outstanding drawn from the Fixed Facility Commitment, 1.00:1.0 with respect to Section 2.2(athe portion of the Advances Outstanding drawn from the Variable Facility Commitment and 1.25:1.0 with respect to the portion of the Bond Loans Outstanding to be drawn from the Credit Enhancement Facility Commitment, and its Loan to Value Ratio must not exceed seventy-five percent (75%). In , and, after such eventaddition, the right of any Holder to registration pursuant to this Section 2.2 Collateral Pool must satisfy the Coverage and LTV Tests. Lender shall be conditioned upon such Holder’s participation in evaluate the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares Additional Mortgaged Property in accordance with the above provisionsUnderwriting Requirements, including then applicable underwriting interest rate floors established by Lender, and shall make underwriting determinations as to the Debt Service Coverage Ratio and the Loan to Value Ratio of the proposed Additional Mortgaged Property and the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio applicable to the Collateral Pool on the basis of the lesser of (1) if the proposed Additional Mortgaged Property has been purchased by Borrower within 12 months of the related Addition Request, the Company or acquisition price of the underwriters may round proposed Additional Mortgaged Property plus closing costs of the number acquisition (not to exceed 3% of shares allocated to any Holder the acquisition price) plus the cost of planned capital improvements to the nearest 100 sharesextent the cost of such capital improvements is deposited in escrow with Lender, and (2) a Valuation made with respect to the proposed Additional Mortgaged Property. If any Holder of Registrable Securities disapproves Lender also will make an underwriting determination with respect to the proposed Additional Mortgaged Property as to the availability to Borrower, at the maturity of the terms related Advance, of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in refinancing or a public distribution prior to 90 days after the effective date potential sale of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer proposed Additional Mortgage Property on terms acceptable to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementLender.
Appears in 1 contract
Samples: Master Credit Facility and Reimbursement Agreement (America First Apartment Investors Inc)
Underwriting. In The Company shall advise the event that a registration Holders of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. The right of any such Holder’s Registrable Shares to be included in any Piggyback Registration Statement pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(b) shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected by the Company for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements, custody agreements, lock-up agreements, and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, if at any time the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities Shares) from the Piggyback Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering, and any Shares included in the registration Piggyback Registration Statement and underwriting the Underwritten Offering shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to each of the Holders requesting inclusion of their Registrable Shares in such Piggyback Registration Statement on a pro rata basis based on the total number of Registrable Securities Shares then held by each such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registrationHolder that is requesting inclusion; provided, however, that the number of shares of Registrable Securities Shares to be included in such underwriting the Piggyback Registration Statement shall not be reduced unless all other securities, including securities for of the Company held by (i) the Company’s account directors, officers, other employees and consultants; and (i.e., primary shares)ii) other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the registration rights of the Holders set forth herein, are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such and registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such Underwritten Offering that is undertaken in compliance with the underwritingterms hereof, such Holder may elect to withdraw therefrom by providing written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least 10 Business Days prior to 90 days after the effective date of such registration, the Piggyback Registration Statement. Any Registrable Shares excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, such Underwritten Offering shall be excluded and withdrawn from the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementPiggyback Registration Statement.
Appears in 1 contract
Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s 's Registrable Securities in the underwriting underwriting, to the extent requested shall be limited requested, to the extent provided hereinin this Agreement. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; providedstatement, provided however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 1 contract
Samples: Investors' Rights Agreement (Top Tier Software Inc)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a1.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held (or by all Initiating Holdersthe holders who have demanded such registration, as the case may be). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then (a) if such registration is the Company shall so advise all Holders first registered offering of Registrable Securities and the number of shares of Registrable Securities that Company's securities to the public, the Underwriter may be included in the exclude from such registration and underwriting shall be allocated among some or all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed which would otherwise be underwritten pursuant hereto, and (b) if such registration is other than the first registered offering of be sale of the Company's securities to be included in such registration; providedthe public, however, that the managing underwriter may limit the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securitiesthe registration and underwriting, including on a pro rata basis based on the total number of securities for (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the participating Holders by the Company’s account ; provided, however, that no such reduction may reduce the number of securities being sold by the Holders to less than ten percent (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason 10%) of the underwriter’s marketing limitation shall be included in such registrationtotal number of shares being registered. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder of Registrable Securities or other holder disapproves of the terms of the any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 ninety (90) days (one hundred eighty (180) days in the case of the Company's Initial Public Offering) after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities final prospectus included in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementstatement relating thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Peregrine Systems Inc)
Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder to registration pursuant ------------ to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. In any registration pursuant to Section 1.5, the Initiating Holders (based on a majority of the Registrable Securities to be included therein) will have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the approval of the Company, which shall not be unreasonably withheld or delayed. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested to be registered by each such Holders Holder at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 120 days after the effective date of such registration; provided, or however, that, if by the withdrawal of such -------- ------- Registrable Securities a greater number of Registrable Securities held by other shorter period Holders may be included in such registration (up to the maximum of time as any limitation imposed by the underwriters may require. If shares are withdrawn from registrationunderwriters), then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, to determining the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementunderwriter limitation in this Section 1.5(b).
Appears in 1 contract
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a1.6(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting or may exclude Registrable Securities entirely from such registration if the registration is the first registered offering for the sale of the Company's securities to the general public and thereafter may limit Registrable Securities to not less than 20% of the registration. In such event, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesHolders. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 120 days after the effective date of such registrationthe registration statement relating thereto, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 1 contract
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(asubsection 1.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 subsection 1.3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2subsection 1.3, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting; provided, however in no event shall the amount of Registrable Securities of the Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless the Holders holding a majority of the Registrable Securities consent in writing to such a reduction. In the event of a cutback by the managing underwriter of the number of Registrable Securities to be included in the registration and underwriting, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all of such Holders, excluding the Holders thereof of Founder Shares, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at as of the time date of filing the registration statement or notice pursuant to subsection 1.3(a)(i). If, after such Holders participate to the full extent they desire in such other manner as shall be agreed to by registration and underwriting, the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, managing underwriter determines that the number of additional shares of Registrable Securities to may be included in such underwriting shall not be reduced unless all other securitiesincluded, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being shall be allocated among all such Participating of the Holders of Founder Shares in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at of Founder Shares. If any Holder disapproves of the time terms of filing the registration statementunderwriting, he or she may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
Appears in 1 contract
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which Connetics gives notice is for a registered public offering involving an underwriting, the Company Connetics shall so advise the Holders Investor as a part of the written notice given pursuant to Section 2.2(aSECTION 1.2(a)(i). In such event, the event Investor's right of any Holder to registration pursuant to this Section 2.2 SECTION 1.2 shall be conditioned upon such Holder’s Investor's participation in the underwriting arrangements required by this Section 2.2such underwriting, and the inclusion of such Holder’s Investor's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided hereinin this Agreement. The Company shallIf Investor proposes to distribute its securities through such underwriting, it shall (together with all Participating Holders, Connetics) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersConnetics. Notwithstanding any other provision of this Section 2.2SECTION 1.2, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company managing underwriter may limit the Registrable Securities to be distributed through such underwriting and if so limited, such Registrable Securities shall be excluded from such underwriting and registration. Connetics shall so advise all Holders Investor (if Investor is distributing its securities through such underwriting) of Registrable Securities such limitation, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof sellers in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed sellers to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters Connetics may round the number of shares allocated to any Holder seller to the nearest 100 shares. If any Holder of Registrable Securities seller disapproves of the terms of the any such underwriting, such Holder seller may elect to withdraw therefrom from the underwriting by written notice to the Company, Connetics and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registrationthe registration statement relating thereto, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.
Appears in 1 contract
Samples: Connetics Corporation Registration Rights Agreement (Connetics Corp)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a1.6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.21.6, if in the Company's initial registered public offering the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such registration. The managing underwriter may apply the same limitation for subsequent registered public offerings; PROVIDED, that, such limitation shall not reduce the number of shares of Registrable Securities to less than twenty-five percent (25%) of all shares registered in the second registered public offering of the Company's or subsequent registered public offerings of the Company's securities. All shares of Common Stock held by stockholders other than the Holders shall be excluded from registration prior to exclusion of any Registrable Securities. The Company shall so advise all Holders of Registrable Securities and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationstatement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or holder to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities or holder disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementunderwriter.
Appears in 1 contract
Underwriting. In The Company shall advise the event that a registration Holders of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. The right of any such Holder’s Registrable Shares to be included in any Piggyback Registration Statement pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(b) shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary for selling stockholders and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities Shares) from the Piggyback Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering, and any Shares included in the registration Piggyback Registration Statement and underwriting the Underwritten Offering shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to each of the holders requesting inclusion of their registrable shares in such Piggyback Registration Statement pursuant to the Barclays RRA (if any), and third to HALRES LLC together with each Holder requesting inclusion in the Piggyback Registration Statement on a pro rata basis based on the total number of Registrable Securities Shares then held by HALRES LLC and by each such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesHolder. If any Holder of Registrable Securities disapproves of the terms of the underwritingany Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least 10 Business Days prior to 90 days after the effective date of such registration, the Piggyback Registration Statement. Any Registrable Shares excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, such Underwritten Offering shall be excluded and withdrawn from the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementPiggyback Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Halcon Resources Corp)
Underwriting. In If the event that a registration pursuant to this Section 2.2 of which HSCC gives notice is for a registered public offering involving an underwriting, the Company HSCC shall so advise the Holders Shareholders as a part of the written notice given pursuant to Section 2.2(a8.2(a)(i). In such event, the right of any Holder Shareholder to registration pursuant to this Section 2.2 8.2 shall be conditioned upon such HolderShareholder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Shareholders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, HSCC and the other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by HSCC (or by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersShareholders who have demanded such registration). Notwithstanding any other provision of this Section 2.28.2, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company managing underwriter may limit the Registrable Shares to be included in such registration to a minimum of thirty percent (30%) of the total shares to be included in such underwriting. HSCC shall so advise all Holders of Registrable Securities Shareholders and the other Shareholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 8.2, and the number of shares of Registrable Securities Shares and other securities that may be included in the registration and underwriting shall be first allocated among all Holders thereof Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities Shares held by such Holders Shareholders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company Registration Statement, and Holders of a majority after satisfaction of the Registrable Securities proposed to requirements of the Shareholders, the remaining shares that may be included in such registration; providedthe registration and underwriting shall be allocated among the remaining Shareholders in proportion, howeveras nearly as practicable, that to the number of shares respective amounts of Registrable Securities to be included in Shares held by such underwriting shall not be reduced unless all other securities, including securities for Shareholders at the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason time of filing of the underwriter’s marketing limitation shall be included in such registrationRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company HSCC or the underwriters may round the number of shares allocated to any Holder Shareholder or other Shareholder to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities Shareholder disapproves of the terms of the any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company, HSCC and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 one hundred eighty (180) days after the effective date of the Registration Statement relating thereto (the “Lock-Up Period”); provided, however, that if such registrationregistration is not HSCC’s initial public offering, or such other shorter Lock-Up Period shall be one hundred twenty (120) days unless the managing underwriter determines that marketing factors require a longer period of time as in which case the underwriters may require. If shares are withdrawn from registration, Lock-Up period shall be specified by the Company managing underwriter but shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementnot exceed one hundred eighty (180) days.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Homeland Security Capital CORP)
Underwriting. In The Company shall advise the event that a registration Holders of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. The right of any such Holder's Registrable Shares to be included in any Piggyback Registration Statement pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2(b)(i) shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, such Underwritten Offering and the inclusion of such Holder’s 's Registrable Securities Shares in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shall, together with all Participating Holders, All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriters. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter advises the Company underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities Shares) from the Piggyback Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering, and any Shares included in the registration Piggyback Registration Statement and underwriting the Underwritten Offering shall be allocated among all Holders thereof in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, and second, to any Person exercising demand registration rights that are the basis for such registration, and third, to each of the Holders and beneficiaries of the Private Placement Registration Rights Agreement requesting inclusion of their Registrable Securities held by Shares (as such Holders at term is defined herein and in the time of filing the registration statement or Private Placement Registration Rights Agreement) in such other manner as shall be agreed to by Piggyback Registration Statement on a pro rata basis based on the Company and Holders total number of a majority of the Registrable Securities proposed such shares requested to be included in such registrationincluded; provided, however, that that, notwithstanding anything in this Agreement to the contrary, if the Registration Statement is the IPO Registration Statement, Company securities shall be allocated first, to the Company, and second to the Persons requesting inclusion of their Registrable Shares (as such term is defined in the Private Placement Holders Registration Rights Agreement) in the IPO Registration Statement on a pro rata basis based on the total number of shares of Registrable Securities Shares (as such term is defined in the Private Placement Holders Registration Rights Agreement) requested to be included in such underwriting shall not be reduced unless all other securitiesincluded, including securities for the Company’s account (i.e.and third, primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesHolders. If any Holder of Registrable Securities disapproves of the terms of the underwritingany Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after delivered at least 10 Business Days before the effective date of such registration, the Piggyback Registration Statement. Any Registrable Shares excluded or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, such Underwritten Offering shall be excluded and withdrawn from the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementPiggyback Registration Statement.
Appears in 1 contract
