Common use of Underwritten Demand Registration Clause in Contracts

Underwritten Demand Registration. The determination of whether any offering of Registrable Securities pursuant to a Demand Registration will be an underwritten offering shall be made in the sole discretion of the Holders of a Majority of Included Registrable Securities included in such underwritten offering, and such Holders of a Majority of Included Registrable Securities shall have the right to (i) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, and (ii) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one or more reputable nationally recognized investment banks reasonably satisfactory to the Company) and one firm of counsel to represent all of the Stockholders (along with any reasonably necessary local counsel), in connection with such Demand Registration; provided, (A) that the Company shall select such investment banker(s) and manager(s) if the Holders of a Majority of Included Registrable Securities cannot so agree on the same within a reasonable time period and (B) that the Company shall not be obligated to effect any such underwritten offering if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Demand Registration, in the good faith judgment of the managing underwriter(s) therefor, is less than $25,000,000.

Appears in 1 contract

Samples: Stockholders Agreement

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Underwritten Demand Registration. The determination of whether any offering of Registrable Securities pursuant to a Demand Registration will be an underwritten offering shall be made in the sole discretion of the Holders holding a majority of a Majority of Included the Registrable Securities included in such underwritten offering, and such Holders of a Majority of Included Registrable Securities shall have the right to (iA) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, and (iiB) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one (1) or more reputable nationally recognized investment banks reasonably satisfactory banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed)) and one (1) firm of counsel to represent all of the Stockholders Holders (along with any reasonably necessary local counsel), in connection with such Demand Registration; provided, (A) that the Company shall select such investment banker(s), manager(s) and manager(scounsel (including local counsel) if the Holders of a Majority such majority of Included Registrable Securities cannot so agree on the same within a reasonable time period and (B) that the Company shall not be obligated to effect any such underwritten offering if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Demand Registration, in the good faith judgment of the managing underwriter(s) therefor, is less than $25,000,000period.

Appears in 1 contract

Samples: Registration Rights Agreement (Peabody Energy Corp)

Underwritten Demand Registration. The determination of whether any offering of Registrable Securities pursuant to a Demand Registration will be an underwritten offering shall be made in the sole discretion of the Holders of Members holding a Majority of Included Registrable Securities included in such underwritten offering, and such Holders of Members holding a Majority of Included Registrable Securities shall have the right to (iA) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, and (iiB) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one or more reputable nationally recognized investment banks reasonably satisfactory to the Company) and one firm of counsel to represent all of the Stockholders Members (along with any reasonably necessary local counsel), in connection with such Demand Registration; provided, (Ai) that the Company shall select such investment banker(s) and manager(s) if the Holders of Members holding a Majority of Included Registrable Securities cannot so agree on the same within a reasonable time period and (Bii) that the Company shall not be obligated to effect any such underwritten offering if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Demand Registration, in the good faith judgment of the managing underwriter(s) therefor, is less than $25,000,00025 million.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Internap Corp)

Underwritten Demand Registration. The determination of whether any offering of Registrable Securities pursuant to a Demand Registration will be an underwritten offering shall be made in the sole discretion of the Holders of a Majority of Included Registrable Securities included in such underwritten offering, and such Holders of a Majority of Included Registrable Securities shall have the right to (iA) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, and (iiB) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one (1) or more reputable nationally recognized investment banks reasonably satisfactory banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed)) and one (1) firm of counsel to represent all of the Stockholders Holders (along with any reasonably necessary local counsel), in connection with such Demand Registration; provided, (A) that the Company shall select such investment banker(s), manager(s) and manager(scounsel (including local counsel) if the Holders of a such Majority of Included Registrable Securities cannot so agree on the same within a reasonable time period and (B) that the Company shall not be obligated to effect any such underwritten offering if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Demand Registration, in the good faith judgment of the managing underwriter(s) therefor, is less than $25,000,000period.

Appears in 1 contract

Samples: Registration Rights Agreement (Nii Holdings Inc)

Underwritten Demand Registration. The determination of whether any offering of Registrable Securities pursuant to a Demand Registration will be an underwritten offering shall be made in the sole discretion of the Holders of a Majority of Included Registrable Securities included in such underwritten offering, and such Holders of a Majority of Included Registrable Securities shall have the right to (iA) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, and (iiB) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one (1) or more reputable nationally recognized investment banks reasonably satisfactory to the Company) and one firm of counsel to represent all of the Stockholders Holders (along with any reasonably necessary local counsel), in connection with such Demand Registration; provided, (A) that the Company shall select such investment banker(s) and manager(s) if the Holders of a such Majority of Included Registrable Securities cannot so agree on the same within a reasonable time period and (B) that the Company shall not be obligated to effect any such underwritten offering if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Demand Registration, in the good faith judgment of the managing underwriter(s) therefor, is less than $25,000,000period.

Appears in 1 contract

Samples: Registration Rights Agreement (AFG Holdings, Inc.)

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Underwritten Demand Registration. The determination of whether any offering of Registrable Securities pursuant to a Demand Registration will be an underwritten offering shall be made in the sole discretion of the Holders of a Majority of Included Registrable Securities included in such underwritten offering, and such Holders of a Majority of Included Registrable Securities included in such underwritten offering shall also have the right to (iA) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, and (iiB) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one (1) or more reputable nationally recognized investment banks reasonably satisfactory to the Company) and one (1) firm of legal counsel to represent all of the Stockholders Holders (along with any reasonably necessary local counsel), in connection with such Demand Registration; provided, (A) that the Company shall select such investment banker(s), manager(s) and manager(scounsel (including local counsel) if the Holders of a such Majority of Included Registrable Securities cannot so agree on the same within a reasonable time period and (B) that the Company shall not be obligated to effect any such underwritten offering if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Demand Registration, in the good faith judgment of the managing underwriter(s) therefor, is less than $25,000,000period.

Appears in 1 contract

Samples: Registration Rights Agreement (Goodrich Petroleum Corp)

Underwritten Demand Registration. The determination of whether any offering of Registrable Securities pursuant to a Demand Registration will be an underwritten offering shall be made in the sole discretion of the Holders of a Majority of Included Registrable Securities included in such underwritten offering, and such Holders of a Majority of Included Registrable Securities shall have the right to (iA) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, and (iiB) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one (1) or more reputable nationally recognized investment banks reasonably satisfactory to the Company) and one firm of counsel to represent all of the Stockholders Holders (along with any reasonably necessary local counsel), in connection with such Demand Registration; provided, (A) that the Company shall select such investment banker(s) and manager(s) if the Holders of a such Majority of Included Registrable Securities cannot so agree on the same within a reasonable time period and twelve (B12) that the Company shall not be obligated to effect any such underwritten offering if the aggregate proceeds expected to be received from the sale business days of the Registrable Securities requested to be sold in such Demand Registration, in the good faith judgment of the managing underwriter(s) therefor, is less than $25,000,000Notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Neothetics, Inc.)

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