Secondary Offering. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement are not eligible to be made as a secondary offering, the Company shall use commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering. In the event that the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure that the Registration Statement is deemed a secondary offering (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder. Any cut-back imposed pursuant to this Section 2.1(f) shall be allocated among the Holders on a pro rata basis in accordance with the number of shares that such Holders have requested to be included in such Registration Statement, unless the SEC Restrictions otherwise require or provide or the participating Holders otherwise agree. From and after the date that the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions, all of the provisions of this Section 2.1 shall again be applicable to such Cut Back Shares.
Secondary Offering. If the Company receives a written notice from the Holders of at least 20% of the Registrable Securities then outstanding that they desire to distribute the Registrable Securities held by them (or a portion thereof) by means of an underwritten offering or a block trade, the Company shall use commercially reasonable efforts to promptly engage one or more underwriter(s) or investment bank(s) to conduct such an offering of the Registrable Securities (a “Secondary Offering”); provided, however, that the Company shall only be obligated to effect a Secondary Offering 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, $5,000,000. The underwriter(s) or investment bank(s) will be selected by the Holders of a majority of the Registrable Securities held by all Holders providing such notice and reasonably acceptable to the Company. All Holders proposing to distribute their securities through such Secondary Offering shall enter into an underwriting agreement or other agreement(s), including any lock-up or market standoff agreements, in customary form with the underwriter(s) or investment bank(s) selected for such Secondary Offering as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and Holders of a majority of the Registrable Securities to be offered in such Secondary Offering. In connection with a Secondary Offering, the Company shall enter into and perform its obligations under an underwriting agreement or other agreement(s), in usual and customary form as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and the Holders of a majority of the Registrable Securities to be included in such Secondary Offering. Notwithstanding any other provision of this Section 3(d), if the underwriter(s) or investment bank(s) advise(s) such Holders that marketing factors require a limitation on the number of shares to be offered in the Secondary Offering, then the number of shares, including the Registrable Securities, that may be included in such Secondary Offering shall be allocated among such Holders of Registrable Securities, and any other holders of shares, as follows: (i) first to such Holders of Registrable Securities in proportion (as nearly as practicable) to the number of Registrable Securities owned by each such Holder or in such other proportion as shall...
Secondary Offering. Within 24 hours following the execution of this Agreement, Purchaser will file an automatic shelf registration statement on Form S-3 (the “Registration Statement”) with the SEC that complies with all applicable legal requirements and that covers only the resale by TRT of the Offered Shares in the Secondary Offering , together with the issuance of shares of Common Stock which may be sold by Purchaser pursuant to an underwriter’s option under the Underwriting Agreement (as defined below) (the “Underwriters’ Option Shares”), and maintain the effectiveness of such Registration Statement until the consummation of the Secondary Offering or the election of TRT not to proceed with the Secondary Offering pursuant to the sentence below (including by filing such amendments and supplements to the Registration Statement and prospectus as may be necessary). Following the marketing of the resale of all of the Underwritten Shares under the Registration Statement by the underwriters (the “Underwriters”) named in the Underwriting Agreement (as defined below), it is contemplated that, on or about August 13, 2012, TRT may, but is not obligated to, enter into an underwriting agreement and other customary agreements in customary form and subject to customary terms and conditions (such agreements, collectively, the “Underwriting Agreement”) covering the resale of all of the Offered Shares pursuant to the Registration Statement, which Underwriting Agreement shall contain a firm price for the Offered Shares. Purchaser shall not publicly offer or sell any shares of Common Stock on behalf of Purchaser, any Affiliate of Purchaser, or any other Person (other than TRT) during the time the Registration Statement is effective (this restriction shall, in any event, not extend past September 15, 2012), except for the Underwriters’ Option Shares. Purchaser shall use reasonable efforts to cause the Underwriters to actively market the resale of all of the Underwritten Shares under the Registration Statement and to cause all of its named executive officers and directors to enter into lock-up agreements with a 60-day lock-up period, subject to customary exceptions. Purchaser will provide assistance to the Underwriters in marketing the resale of the Underwritten Shares that is customary for transactions of the type contemplated by this Section 4.7, including by making its management available in person for such investor presentations and meetings as may be reasonably requested by the Underwriter...
Secondary Offering. If on or before June 30, 2012, (i) You are current on all payments due and payable in respect of all Secured Obligations, (ii) no Default or Event of Default has occurred and is continuing, and You have delivered to Us written notice of the successful consummation of one or more secondary offerings by Gevo, Inc. in which Gevo, Inc. received aggregate net offering proceeds, after deduction of all fees, commissions and other costs and expenses in connection therewith, of not less than $75,000,000 with evidence reasonably satisfactory to Us in Our good faith discretion, then You may elect (by delivery to Us of a notice of election no later than ten (10) Business Days after the end of the calendar month in which such successful consummation of a secondary offering occurred), effective as of the last day of the month during which in which You have provided Us the notice of election, to make interest-only payments for the next payment due under the Promissory Notes that would otherwise be required to include principal and on each of the payment dates occurring during the five (5) months immediately following such payment (the “Secondary Interest-Only Period”, followed by equal monthly installments of principal plus interest due thereon for the remaining term.
Secondary Offering. FEI and PIE hereby agree that within six months after the Closing FEI and PIE shall cooperate with the shareholders of FEI listed in Annex 5.14 (the "Selling Shareholders") in their sale to third parties of up to 1 million shares of Common Stock in such a manner as will effectively result in such Selling Shareholders receiving a reasonable price for the shares sold without undue market discount. If, on the basis of information from or presentations by the Selling Stockholders, the Board of Directors of FEI is satisfied that registration under the Securities Act of the shares to be sold is necessary or will meaningfully improve the marketability of the shares, FEI will use all reasonable efforts to effect such registration in a timely manner. In connection with any such secondary offering (i) the Selling Shareholders shall pay their counsel fees and expenses and all underwriting commissions and discounts for such secondary offering, (ii) the Selling Shareholders (pro rata in proportion to the number of shares sold) and FEI shall split equally any other out-of-pocket expenses of the secondary offering, (iii) no more than two of FEI's officers shall be involved in any road show and related preparations and each such officer need only participate in such road show and related preparations for one week or less, and (iv) neither FEI nor the Selling Shareholders shall request any form of indemnification from FEI, PIE or any member of the Philips Group in connection with such secondary offering.
Secondary Offering. (a) The GE Group intends, subject to Section 4.02(c), to effect an underwritten registered secondary offering to the public of up to 101,200,000 shares of Class A Common Stock (the “Secondary Securities”), which includes 92,000,000 shares of Class A Common Stock to be offered in the initial offering and up to 9,200,000 additional shares of Class A Common Stock the Underwriters will have an option to purchase from the GE Group within 30 days following the date of the Underwriting Agreement, promptly following the date hereof (such option, the “Additional Purchase” and, collectively with the initial offering, the “Secondary Offering”).
Secondary Offering. (a) KO, Inmex and the Inmex Shareholders agree that they will support an initial secondary public offering of Series L Shares in Mexico, the United States or elsewhere, and the exchange listing of such Shares, subject to their satisfaction that the Company shall meet all applicable legal requirements in connection therewith. CIB agrees to consult with KO with respect to the timing, terms and conditions of any such offering.
Secondary Offering. For so long as Seller and its Affiliates own SEACOR Common Stock, Seller agrees, at the request of SEACOR, to reasonably consider cooperating with SEACOR in connection with a secondary offering of SEACOR Common Stock at a price at or above $48.02 per share (net of any placement fees), including by entering into or and/or delivering any agreements and instruments that are reasonable and customary for such a transaction; provided, that nothing in this Section 2.05 shall restrict the ability of Seller to distribute the SEACOR Common Stock in accordance with Section 2.02. Seller shall be responsible for placement fees attributable to the sale of its shares of SEACOR Common Stock in such an offering.
Secondary Offering. 52 Section 5.15 Acht Property................................................. 52 Section 5.16 Intellectual Property......................................... 53 Section 5.17 Right to Maintain Percentage Interest................................................... 56 Section 5.18 Issuance of Additional Shares................................. 56 Section 5.19 Independent Directors......................................... 57 Section 5.20 List of PEO Assets............................................ 57 Section 5.21 Notice of Deconsolidation..................................... 57 Section 5.22 Limitation on Equity Position................................. 57
Secondary Offering. Should the coordinators deem it feasible to carry out a secondary offering in the context of the Qualified IPO, the proportion of Shares that the Original Shareholder and the Investor shall be entitled to include in the secondary offering shall be inversely proportionate to the stake of the Company held by the Original Shareholder and the Investor immediately prior to the Qualified IPO. That is, if the IPO occurred on the date hereof, 78.8% of the secondary offering would be of the Shares held by the Investor and 21.2% would be of Shares of the Original Shareholder.
