Common use of Reduction of Underwritten Offering Clause in Contracts

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company and the Demanding Holders that the dollar amount or number of Registrable Securities that the Demanding Holders desire to sell, taken together with all Common Stock or other equity securities that the Company or any other Stockholder desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:

Appears in 7 contracts

Samples: Joinder Agreement (Better Home & Finance Holding Co), Joinder Agreement (Aurora Acquisition Corp.), Investors’ Rights Agreement (Holicity Inc.)

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Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten OfferingOffering pursuant to an Underwritten Shelf Takedown, in good faith, advises advise the Company and the Demanding applicable Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding any such Holders desire to sell, taken together with all other Class A Common Stock or other equity securities that the Company or any other Stockholder desires to sell and the shares of Class A Common Stock, if any, as to which a Registration an Underwritten Offering has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:

Appears in 4 contracts

Samples: Registration Rights Agreement (Earthstone Energy Inc), Registration Rights Agreement (Earthstone Energy Inc), Registration Rights Agreement (Permian Resources Corp)

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company and Parent, the Demanding Holders and other participating Stockholders that the dollar amount or number of Registrable Securities that the Demanding Holders desire to sell, taken together with all Common Stock or other equity securities that the Company Parent or any other Stockholder desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company Parent shall include in such Underwritten Offering, as follows:

Appears in 3 contracts

Samples: Joinder Agreement (Lordstown Motors Corp.), Joinder Agreement (Workhorse Group Inc.), Joinder Agreement (DiamondPeak Holdings Corp.)

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, in good faith, advises the Company and Company, the Demanding Holders and the Demand Registration Participant that the dollar amount or number of Registrable Securities that the Demanding Holders and Demand Registration Participant desire to sell, taken together with all Common Stock or other equity securities that the Company or any other Stockholder desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:

Appears in 1 contract

Samples: Investor Rights Agreement (Tailwind Acquisition Corp.)

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Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten OfferingOffering pursuant to an Underwritten Shelf Takedown, in good faith, advises advise the Company and the Demanding Holders Underwritten Demand Holder in writing that the dollar amount or number of Registrable Securities that the Demanding Holders desire Underwritten Demand Holder desires to sell, taken together with all other Class A Common Stock or other equity securities that the Company or any other Stockholder desires to sell and the shares of Class A Common Stock, if any, as to which a Registration an Underwritten Offering has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:

Appears in 1 contract

Samples: Registration Rights Agreement (Permian Resources Corp)

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten OfferingShelf Takedown, in good faith, advises advise the Company and Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock Shares or other equity securities that the Company or any other Stockholder desires to sell and the shares of all other Common StockShares or other equity securities, if any, as to which a Registration has that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back piggyback registration rights held by any other stockholders who desire to sellshareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:

Appears in 1 contract

Samples: Registration Rights Agreement (ONESPAWORLD HOLDINGS LTD)

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