Underwriting in Demand Registration Sample Clauses

Underwriting in Demand Registration. 6 5.6 Blue Sky in Demand Registration .................................. 8
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Underwriting in Demand Registration. If the Initiating Holders intend to distribute the Registrable Securities covered by their request for a Demand Registration by means of an underwriting, they will so advise the Company as part of their request for such registration, and the Company will include such information in the written notice to be provided to all other Holders. The right of any Holder to include its Registrable Securities in such registration is conditional upon such Holder’s participation in such underwriting (unless otherwise mutually agreed upon by the Initiating Holders) to the extent provided in this Agreement. All parties proposing to distribute their securities through such underwriting will (together with the Company as required under this Agreement) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company with the approval of the Initiating Holders. If such underwriter is not acceptable to the Initiating Holders, such Initiating Holders may select an underwriter or underwriters which are reasonably acceptable to the Company.
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Underwriting in Demand Registration. 16 7.6 Other Securities Laws in Demand Registration................... 17 7.7
Sample 1
Underwriting in Demand Registration. If the Holder intends to distribute Voting Securities covered by its request for a Demand Registration by means of an underwriting, it will so advise the Corporation as part of its request for such Demand Registration. The Holder will (together with the Corporation as required under this Agreement) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holder in consultation with the Corporation, it being acknowledged that the underwriter or underwriters so selected and approved must be of nationally recognized standing in Canada. The Corporation will also take all such other actions as the Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of the Holder’s Voting Securities.
Sample 1
Underwriting in Demand Registration. If CEI intends to distribute the Registrable Shares covered by the request by means of an underwriting, they shall so advise the Company, as a part of their request made pursuant to this Section 2(d). The Company shall (together with CEI) enter into an underwriting agreement with the representative of the underwriter or underwriters selected for such underwriting by CEI, with the approval of the Company, which approval shall not be unreasonably withheld. In the event the managing underwriter advises CEI in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the registration) require a limitation of the number of shares to be underwritten, then the Company will include in such registration, first Registrable Shares requested to be included in the registration by CEI, second securities proposed by the Company to be sold for its own account or for the account of others at the Company’s request, and third securities to be included in such registration pursuant to other holders holding registration rights. No Registrable Shares or other securities excluded from the underwriting by reason of this Section 2(d)(iv) shall be included in such Registration Statement.
Sample 1
Underwriting in Demand Registration. If the Initiating Holders intend to use an underwriter to distribute the Shares covered by their request, they shall so advise the Company in their request and the Company shall include such information in its written notice to the other Stockholders. In such event, the right of any Stockholder to registration pursuant to this Section 5.1 shall be conditioned upon such Stockholder's participation in such underwriting and the inclusion of all or part of such Stockholder's Shares in the underwriting, unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Stockholder. The Company shall enter into an underwriting agreement in customary form with an underwriter selected by the Stockholders holding a majority of the Shares proposed to be included in the underwriting, but subject to the approval of the Company which shall not be unreasonably withheld. The underwriting agreement may contain provisions regarding indemnification and contribution from the Company. Notwithstanding any other provision of this Section 5.1, if the underwriter advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares is to be included in the underwriting, then securities of the Company other than the Shares shall first be excluded from such registration to the extent required by such underwriting limitation. If a further limitation of the number of shares is still required, the Company shall so advise the Initiating Holders and the number of shares included in such underwriting and registration shall be allocated among the Stockholders requesting registration in proportion, as nearly as practicable, to the total number of shares held by such Stockholders at the time of the filing of the registration statement. If the number of Shares so excluded exceeds twenty percent (20%) of the number of Shares which the Stockholders have requested to be included in such registration, then the Initiating Holders shall be entitled, on behalf of the Stockholders, either (i) to require that the registration be deferred for such period of time as the Initiating Holders, the Company and the underwriter may mutually agree upon, but in no event for more than ninety (90) days from delivery of a written notice of the Initiating Holders to the Company requesting such delay, or (ii) to withdraw the registration request, in which case it shall not count as the Stockholders, one demand registration. If any Sto...
Sample 1
Underwriting in Demand Registration. ‌ If Xx Xxxxxx intends to distribute Voting Shares covered by its request for a Demand Registration by means of an underwriting, it will so advise Endeavour as part of its request for such Demand Registration. Xx Xxxxxx will (together with Endeavour as required under this Agreement) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Xx Xxxxxx in consultation with Endeavour, it being acknowledged that the underwriter or underwriters so selected and approved must be of nationally recognized standing in Canada. Endeavour will also take all such other actions as Xx Xxxxxx or the underwriters reasonably request in order to expedite or facilitate the disposition of Xx Xxxxxx'x Voting Shares.
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Underwriting in Demand Registration 
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Related to Underwriting in Demand Registration

  • Demand Registration (a) Subject to the provisions hereof, at any time on or after the date that is 180 days after the Closing Date, the Holders of a majority of Registrable Securities shall have the right to require the Company to file a Registration Statement registering for sale all or part of their respective Registrable Securities under the Securities Act (a “Demand Registration”) by delivering a written request therefor to the Company (i) specifying the number of Registrable Securities to be included in such registration by such Holder or Holders, (ii) specifying whether the intended method of disposition thereof is pursuant to an Underwritten Offering (as defined below), and (iii) containing all information about such Holder required to be included in such Registration Statement in accordance with applicable Law. As soon as practicable after the receipt of such demand, the Company shall (x) promptly notify all Holders from whom the request for registration has not been received and (y) use reasonable best efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities Laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that the Company has been so requested to register; provided, however, that (i) the Holders shall not make a request for a Demand Registration under this Section 3.2(a) for Registrable Securities having an anticipated aggregate offering price of less than $5,000,000, (ii) the Holders will not be entitled to require the Company to effect more than three (3) Demand Registrations in the aggregate under this Agreement, and (iii) the Company will not be obligated to effect more than one (1) Demand Registration in any six (6) month period.

  • Marketing Limitation in Demand Registration Notwithstanding any other provision of this Section 3, in the event the Underwriters’ Representative advises the Fund in writing that market factors (including the aggregate number of RVMTP Shares requested to be Registered, the general condition of the market, and/or the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Fund 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 among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities requested to be included in the Registration by all such selling Holders (including the Initiating Holder(s)); provided, however, that the number of Registrable Securities to be included in any such underwriting held by Holders shall not be reduced unless all other securities of the Fund, its Affiliates and PIMCO Persons are first entirely excluded from the underwriting. Unless the prior written consent of the Majority Holders has been obtained, the number of the Registrable Securities included in any such underwriting shall not be reduced to less than 90% of the number of the Registrable Securities requested to be included. Any Registrable Securities or other securities excluded from the underwriting by reason of this Section 3.3(c) shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the foregoing, the Fund or the underwriters may round the number of shares allocated to any Holder to the nearest one share.

  • Underwritten Shelf Takedown At any time and from time to time after a Resale Shelf Registration Statement has been declared effective by the Commission, the Holders may request to sell all or any portion of the Registrable Securities in an underwritten offering that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least ten (10) days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any Holder (each a “Takedown Requesting Holder”) at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such Holder (including those set forth herein). All such Holders proposing to distribute their Registrable Securities through an Underwritten Shelf Takedown under this subsection 2.3.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Takedown Requesting Holders initiating the Underwritten Shelf Takedown.

  • Selection of Underwriter in Demand Registration The Fund shall (together with all Holders proposing to distribute their securities through the underwriting) enter into an underwriting agreement in customary form for an underwritten offering made solely by selling shareholders with the underwriter or, if more than one, the lead underwriter acting as the representative of the underwriters (the “Underwriters’ Representative”) selected for the underwriting by the Initiating Holder and with the consent of the Fund, not to be unreasonably withheld.

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