Unregistered Offerings. In the case of an Offering other than a Registered Offering, you understand that no registration statement has been filed with the Commission. The term "OFFERING CIRCULAR" means an offering circular or memorandum, if any, or any other written materials authorized by the Issuer to be used in connection with an Offering that is not a Registered Offering. The term "PRELIMINARY OFFERING CIRCULAR" means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms "OFFERING CIRCULAR" and "PRELIMINARY OFFERING CIRCULAR" shall include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review in our office) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies of the final Offering Circular, as amended or supplemented, if applicable (but excluding for this purpose documents incorporated therein by reference).
Unregistered Offerings. In the case of an Offering other than a Registered Offering, you understand that no registration statement has been filed with the Commission. The term “Offering Circular” means an offering circular or memorandum, if any, or any other written materials authorized by the Issuer to be used in connection with an Offering that is not a Registered Offering. The term “Preliminary Offering Circular” means any preliminary offering circular or memorandum, if any, or
Unregistered Offerings. In the case of an Offering other than a Registered Offering, you understand that no registration statement has been filed with the Commission. The term "OFFERING CIRCULAR" means an offering circular or
Unregistered Offerings. The Stockholder and the Company hereby agree that, in the event that the Company or one or more of its stockholders (including the Stockholder) proposes to make an underwritten offering of Company Common Stock (a) that is exempt from, or not subject to, the registration requirements of the Securities Act by virtue of Regulation S thereunder, and (b) with respect to which such stockholder(s) requests the cooperation and participation of the Company or the management of the Company in performing due diligence and marketing such offering to potential investors (such an offering, an "UNREGISTERED OFFERING"), the relevant notice provisions of Section 3.01 or 3.02 will apply and the required notice will state that the offering is proposed to be made pursuant to Regulation S. In that event, the parties agree to proceed with such an offering on an unregistered basis in good faith as and to the extent provided herein with respect to a registered offering and that the provisions of this Agreement will apply MUTATIS MUTANDIS to such Unregistered Offering, including, without limitation, provisions relating to Blackout Periods, Piggy-Back Registrations, allocations of securities included in an offering, the Company's obligations with respect to an offering (including indemnification provisions and procedures), selection of underwriters, expenses associated with an offering and indemnification and contribution. An Unregistered Offering in which the only securities being sold are the Stockholder Company Shares shall be deemed to constitute one Demand Registration.
Unregistered Offerings. In connection with any offering by an Eligible Holder of Monetizing Securities which do not require the registration by the Company of the shares of Class A Common Stock issuable upon the conversion or exchange thereof, the Company shall (i) at the request of such Eligible Holder, provide reasonable cooperation to such Eligible Holder and its advisors in connection with such offering, (ii) to the extent relevant, comply with the other covenants specified in Section 4.4 and provide the Indemnity specified in Section 4.6 with respect to any unregistered offering and (iii) at the request of such Eligible Holder, make available its executive officers for a reasonable period of time to participate in road show or other investor presentations in connection with such offering.
Unregistered Offerings. The parties hereto hereby agree that, in the event that the Company or one or more Holders propose to make an underwritten offering of shares of Common Stock (which may or may not include Shares) that is exempt from, or not subject to, the registration requirements of the Securities Act, the relevant notice provisions of Section 2.1 or 2.2 will apply and the required notice will state that the offering is proposed to be made on an unregistered basis. In that event, the parties agree to proceed with such an offering on an unregistered basis in good faith as and to the extent provided herein with respect to a registered offering and that the provisions of this Agreement will apply mutatis mutandis to such unregistered offering, including, without limitation, provisions relating to Joining Notices, the Company's ability to delay an offering, "piggy-back" rights, allocations of securities included in an offering, the Company's obligations with respect to an offering (including indemnification provisions and procedures), selection of underwriters, hold- back agreements, expenses associated with an offering and representations and warranties.
Unregistered Offerings. 16 Section 2.10. Registration Rights of Other Persons......................... 17 Section 2.11. Inconsistent Agreements...................................... 17 Section 2.12. "Market Stand-Off" Agreement................................. 17 Section 2.13. Limitations on Availability of Registration Rights........... 18
Unregistered Offerings. The parties hereto hereby agree that, in the event that the Company or one or more Demand Holders propose to make an offering or a sale to a strategic purchaser of Common Shares, any other equity securities or securities convertible or exchangeable for equity securities of the Company (other than an acquisition by the Company financed through the issuance of Common Shares) that is exempt from, or not subject to, the registration requirements of the Securities Act and/or the prospectus requirements under applicable Canadian Securities Laws, the Company and management shall reasonably cooperate with such Demand Holders(s) and their advisers in performing due diligence and marketing such offering to potential investors.
Unregistered Offerings. In the case of an Offering other than a Registered Offering, you understand that no registration statement has been filed with the Commission. The term "OFFERING CIRCULAR" means an offering circular or memorandum, if any, or any other written materials authorized by the Issuer to be used in connection with an Offering that is not a Registered Offering. The term "PRELIMINARY OFFERING CIRCULAR" means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms "OFFERING CIRCULAR" and "PRELIMINARY OFFERING CIRCULAR" shall include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review in our office) a copy of any Preliminary Offering Circular or any proof or draft of
Unregistered Offerings. (a) The parties hereto hereby agree that, in the event that the Company, BC Investors or Silver Lake propose to make an underwritten offering of the Shares (a) that is exempt from, or not subject to, any requirement to obtain Registration and (b) with respect to which the Shareholder or Shareholders proposing such underwritten offering request the cooperation and participation of the Company or the management of the Company in performing due diligence and marketing such offering to potential investors, the relevant notice provisions of Section 4.01 or 4.02 will apply and the required notice will state that the offering is proposed to be made on an unregistered basis.
