Underwritten Public Offering. In the case of a registration pursuant to this Section 3 that is proposed to be underwritten, the Company shall enter into an underwriting agreement with an investment banking firm or firms containing representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions. The Company shall not cause the registration under the Securities Act of any other shares of its Common Stock to become effective (other than registration of an employee benefit plan, or registration in connection with any Rule 145 or similar transaction) during the period beginning seven days prior to and ending 90 days after the effectiveness of such registration, unless the underwriter or underwriters otherwise agree. Any registration pursuant to this Section 3 that is proposed to be underwritten shall be underwritten by an underwriter of nationally-recognized standing.
Underwritten Public Offering. Notwithstanding paragraph 2 above, in the event of an underwritten public offering of Common Stock of the Company or by an Affiliate of the Company on or after January 1, 1997, Optionee shall become 50% vested in the nonvested portion of the Option awarded to such Optionee, determined as of the date of the underwritten public offering. In such event, the remaining nonvested portion of the Option awarded to Optionee, after application of the subparagraph (b), shall thereafter become vested as follows:
Underwritten Public Offering. The Company shall not cause, and shall ensure that Pubco does not cause, the registration under the Securities Act of any other shares of its common stock to become effective (other than registration of an employee stock plan, or registration in connection with any Securities Act Rule 145 or similar transaction) during the Effectiveness Period of a registration requested hereunder for an underwritten public offering if, in the judgment of the underwriter or underwriters, marketing factors would materially adversely affect the price of the Registrable Securities subject to such underwritten registration.
Underwritten Public Offering. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the right of Purchaser to registration shall be conditioned upon the Purchaser’s participation in such underwriting and the inclusion of such Purchaser’s Shares in the underwriting pursuant to an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section, if the underwriter reasonable determines that marketing factors require a limitation on the number of shares to be underwritten and underwriter may exclude some or all of the Shares with the number of shares that may be included in the registration and underwriting being allocated among the Purchaser and all other shareholders entitled to have securities included in such registration in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration.
Underwritten Public Offering. If the registration of which Company gives notice is for a registered public offering involving an underwritten public offering, Company shall so advise the Holder as a part of the written notice given pursuant to Section 14(a)(i). In such event the Warrant Shares change from being Common Stock to be the Company’s Common Stock. The right of the Holder to registration pursuant to this Section 14 shall be conditioned upon the Holder’s participation in such underwritten public offering and the inclusion of the Warrant Shares in the underwritten public offering to the extent provided herein. If the Holder proposes to distribute the Warrant Shares through such underwritten public offering, the Holder shall (together with Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten public offering by Company. Notwithstanding any other provision of this Section 14, if a determination is made by the underwriter or underwriters that the inclusion of the Warrant Shares adversely affects their ability to market or sell the shares, then no Warrant Shares are required hereby to be included in the contemplated sale. If the terms of any such underwritten public offering differ materially from the terms (including range of offering price) previously communicated to the Holder, the Holder may elect to withdraw therefrom by written notice to Company and the underwriter, which notice, to be effective, must be received by Company at least two (2) business days before the anticipated effective date of the Registration Statement. The Warrant Shares so withdrawn from such underwritten public offering shall also be withdrawn from such registration. In the event that the contemplated sale does not involve an underwritten public offering and a determination that the inclusion of the Warrant Shares adversely affects the marketing of the shares shall be made by the Board of Directors of Company in its good faith discretion, then no Warrant Shares are required hereby to be included in the contemplated sale.
Underwritten Public Offering. 4 3.3 Limitations........................................... 5 Section 4 Form S-3 Registration 5 4.1 Registrations on Form S-3............................. 5 4.2 Limitations........................................... 6 Section 5 Obligations of Company 6 Section 6 Expenses of Registration 7 Section 7 Indemnification 8 7.1 The Company........................................... 8 7.2 Holders............................................... 8 7.3
Underwritten Public Offering. In connection with any public ---------------------------- offering of Common Stock by the Company that is offered and sold in a registered transaction on a underwritten basis through one or more underwriters, the Stockholder agrees to execute such "lock-up" or other agreements restricting the transfer of securities of the Company by the Stockholder as requested by the underwriter (a "Lock-Up Agreement"). In the event the Stockholder executes such a Lock-Up Agreement, the restrictions on transfer of shares of Common Stock contained in this Section 3.02 shall terminate and shall be superceded by the terms of such Lock-Up Agreement.
Underwritten Public Offering. Notwithstanding anything in this Article III to the contrary, in the event that any issuance of New Securities is to be made pursuant to an underwritten Public Offering, the Pre-emptive Stockholders shall have the right to purchase up to their Pre-emptive Portion in accordance with the following procedures. Upon approval by the Board of the commencement of an underwritten Public Offering by the Company (which approval shall set forth the proposed size of the underwritten Public Offering, the New Securities to be offered and an estimate (which may be based upon a midpoint of a range) of the offering price) and delivery by the Company of notice to the Pre-emptive Stockholders of such Board approval and related information, the Pre-emptive Stockholders shall elect within 3 Business Days of delivery of such notice to purchase up to their Pre-emptive Portion of such Public Offering based upon the terms approved by the Board by delivery of a written notice back to the Company within such 3 Business Day period. The Pre-emptive Stockholders may revoke such election to purchase if (i) the non-pricing terms of any agreements proposed to be entered into by the Pre-emptive Stockholders in connection with the underwritten Public Offering are not commercially reasonable or would adversely affect the liquidity of the Shares beneficially owned by the Pre-emptive Stockholders or (ii) the pricing of such New Securities offered by the underwriters in connection with such underwritten Public Offering is less than 95% of, or greater than 105% of, the estimated price previously approved by the Board (in which event the Pre-emptive Stockholders may elect to reduce or eliminate their purchase of New Securities entirely in connection with the underwritten Public Offering).
Underwritten Public Offering. Acquiror will use all commercially reasonable efforts to engage in an underwritten public offering of shares of Acquiror Common Stock for its own account or for the account of stockholders of Acquiror within nine (9) months after the Effective Time. Prior to filing a registration statement (an "Acquiror Registration Statement") under the Securities Act in connection with such an underwritten public offering of shares of Acquiror Common Stock during such period, Acquiror will give written notice to the Company Stockholders (other than any Dissenting Company Stockholders) of its intention to do so. Upon the written request of any such Company Stockholder (a "Requesting Stockholder"), received by Acquiror within thirty (30) days after the giving of any such notice by Acquiror, to register for sale pursuant to such Acquiror Registration Statement any shares of Acquiror Common Stock issued to such Requesting Stockholder in the Merger, Acquiror will use its reasonable best efforts to cause the shares of Acquiror Common Stock as to which such registration shall have been so requested to be included in the Acquiror Registration Statement; provided, however, that the number of such shares of Acquiror Common Stock so requested by such Requesting Stockholder to be included in the Acquiror Registration Statement may be reduced (pro rata on the basis of the relative number of shares of Acquiror Common Stock originally requested by such Requesting Stockholder to be so included compared to the total number of shares of Acquiror Common Stock so requested to be included by all of the Requesting Stockholders and any other stockholders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing or pricing of the shares of Acquiror Common Stock to be sold by Acquiror thereunder. The obligations of Acquiror under this Section 7.18(d) shall be for the benefit of the Company Stockholders (other than any Dissenting Company Stockholders) and shall survive the Effective Time.