Common use of Underwritten Registered Offering Clause in Contracts

Underwritten Registered Offering. If the Registered Offering of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise you as a part of the Company Notice. In such event, your rights to registration pursuant to this Section 10 shall be conditioned upon your participation in such underwriting, and the inclusion of your Registrable Securities in the underwriting shall be limited to the extent provided herein. You shall (together with the Company and the other holders distributing their securities through such underwriting, if any) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 10, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of your Registrable Securities to be included in such registration to such number of your Registrable Securities which the managing underwriter determines can be included in such underwriting without reducing the number of shares to be sold by the Company pursuant to such underwriting. In such event, the Company shall so advise you and the number of shares (other than shares being registered by the Company) that may be included in the registration and underwriting shall be allocated among all the holders of the Company's shares wishing to participate in the Registered Offering in proportion, as nearly as practicable, to the respective amounts of shares held by such holders 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 to the nearest 100 shares. If you disapprove of the terms of any such underwriting, you may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Appears in 4 contracts

Samples: Shareholders' Agreement (Sonus Communication Holdings Inc), Sonus Communication Holdings Inc, Sonus Communication Holdings Inc

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Underwritten Registered Offering. If the Registered Offering of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise you the Holder as a part of the Company Notice. In such event, your the Holder's rights to registration pursuant to this Section 10 9 shall be conditioned upon your the Holder's participation in such underwriting, and the inclusion of your the Holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. You The Holder shall (together with the Company and the other holders distributing their securities through such underwriting, if any) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 109, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of your the Holder's Registrable Securities to be included in such registration to such number of your the Holder's Registrable Securities which the managing underwriter determines can be included in such underwriting without reducing the number of shares to be sold by the Company pursuant to such underwritingunderwriting or by any persons or entities exercising demand registration rights in connection with such registration. In such event, the Company shall so advise you the Holder and the number of shares (other than shares being registered by the Company) that may be included in the registration and underwriting shall be allocated among all the holders of the Company's shares wishing to participate in the Registered Offering in proportion, as nearly as practicable, to the respective amounts of shares held by such holders 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 to the nearest 100 shares. If you disapprove the Holder disapproves of the terms of any such underwriting, you the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Appears in 1 contract

Samples: Sonus Communication Holdings Inc

Underwritten Registered Offering. If the Registered Offering of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise you as a part of the Company Notice. In such event, your rights to registration pursuant to this Section 10 5.1 shall be conditioned upon your participation in such underwriting, and the inclusion of your Registrable Securities Shares in the underwriting shall be limited to the extent provided herein. You shall (together with the Company and the other holders distributing their securities through such underwriting, if any) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 105, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of your Registrable Securities Shares to be included in such registration to such number of your Registrable Securities Shares which the managing underwriter determines can be included in such underwriting without reducing the number of shares to be sold by the Company pursuant to such underwriting. In such event, the Company shall so advise you and the number of shares (other than shares being registered by the Company) that may be included in the registration and underwriting shall be allocated among all the holders of the Company's shares wishing to participate in the Registered Offering in proportion, as nearly as practicable, to the respective amounts of shares held by such holders 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 to the nearest 100 shares. If you disapprove of the terms of any such underwriting, you may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Appears in 1 contract

Samples: Shareholders' Agreement (Sonus Communication Holdings Inc)

Underwritten Registered Offering. If the Registered Offering of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise you the Holder as a part of the Company Notice. In such event, your the Holder's rights to registration pursuant to this Section 10 9 shall be conditioned upon your the Holder's participation in such underwriting, and the inclusion of your the Holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. You The Holder shall (together with the Company and the other holders distributing their securities through such underwriting, if any) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 109, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of your the Holder's Registrable Securities to be included in such registration to such number of your the Holder's Registrable Securities which the managing underwriter determines can be included in such underwriting without reducing the number of shares to be sold by the Company pursuant to such underwritingunderwriting or by any persons or entities exercising demand registration rights in connection with such registration. In such event, the Company shall so advise you the Holder and the number of shares (other than shares being registered by the Company) that may be included in the registration and underwriting shall be allocated among all the holders of the Company's shares wishing to participate in the Registered Offering in proportion, as nearly as practicable, to the respective amounts of shares held by such holders 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 to the nearest 100 shares. If you disapprove the Holder disapproves of the terms of any such underwriting, you the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.. (c)

Appears in 1 contract

Samples: Sonus Communication Holdings Inc

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Underwritten Registered Offering. If the Registered Offering of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise you as a part of the Company Notice. In such event, your rights to registration pursuant to this Section 10 9 shall be conditioned upon your participation in such underwriting, and the inclusion of your Registrable Securities in the underwriting shall be limited to the extent provided herein. You shall (together with the Company and the other holders distributing their securities through such underwriting, if any) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 109, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of your Registrable Securities to be included in such registration to such number of your Registrable Securities which the managing underwriter determines can be included in such underwriting without reducing the number of shares to be sold by the Company pursuant to such underwritingunderwriting or by any persons or entities exercising demand registration rights in connection with such registration. In such event, the Company shall so advise you and the number of shares (other than shares being registered by the Company) that may be included in the registration and underwriting shall be allocated among all the holders of the Company's shares wishing to participate in the Registered Offering in proportion, as nearly as practicable, to the respective amounts of shares held by such holders 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 to the nearest 100 shares. If you disapprove of the terms of any such underwriting, you may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.the

Appears in 1 contract

Samples: Sonus Communication Holdings Inc

Underwritten Registered Offering. If the Registered Offering of which the Company Borrower gives notice is for a registered public offering involving an underwriting, the Company Borrower shall so advise you the Lender as a part of the Company Borrower Notice. In such event, your the Lender's rights to registration pursuant to this Section 10 9 shall be conditioned upon your the Lender's participation in such underwriting, and the inclusion of your the Lender's Registrable Securities in the underwriting shall be limited to the extent provided herein. You The Lender shall (together with the Company Borrower and the other holders Lenders distributing their securities through such underwriting, if any) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyBorrower. Notwithstanding any other provision of this Section 109, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of your the Lender's Registrable Securities to be included in such registration to such number of your the Lender's Registrable Securities which the managing underwriter determines can be included in such underwriting without reducing the number of shares to be sold by the Company Borrower pursuant to such underwritingunderwriting or by any persons or entities exercising demand registration rights in connection with such registration. In such event, the Company Borrower shall so advise you the Lender and the number of shares (other than shares being registered by the CompanyBorrower) that may be included in the registration and underwriting shall be allocated among all the holders Lenders of the CompanyBorrower's shares wishing to participate in the Registered Offering in proportion, as nearly as practicable, to the respective amounts of shares held by such holders Lenders at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company Borrower may round the number of shares allocated to any holder Lender to the nearest 100 shares. If you disapprove the Lender disapproves of the terms of any such underwriting, you the Lender may elect to withdraw therefrom by written notice to the Company Borrower and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.. (c)

Appears in 1 contract

Samples: Sonus Communication Holdings Inc

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