Underwritten Demand Registrations. If the Holders of a majority of shares of the Registrable Securities to be registered in a Demand Registration so elect by written notice to the Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Company shall select the book-running managing Underwriter in connection with any such Demand Registration; provided that such managing Underwriter must be reasonably satisfactory to (i) in the case of a Holder Demand Registration, the Holders of a majority of the shares of the Registrable Securities to be registered on such Demand Registration and, as long as the GI Entities register on such Demand Registration Registrable Securities with a Market Value of at least $5,000,000, the GI Entities, (ii) in the case of a GI Demand Registration, the GI Entities and (iii) in the case of a STAG Demand Registration, the STAG Entities. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to a majority of the Holders of the Registrable Securities initiating such Demand Registration.
Underwritten Demand Registrations. The offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering except for one such Demand Registration which may be for a shelf registration in compliance with the provisions of this Section 2. In the event the managing underwriter or underwriters of the Demand Registration advise the Company and the Requisite Holders in writing that the total amount of Registrable Securities requested to be included in such offering would exceed the maximum amount of securities which can be marketed at a price reasonably related to the current fair market value of such securities without adversely affecting such offering (the "Underwriters Maximum Number"), the Company will be required to include in such registration to the extent of the Underwriters Maximum Number: first, all of the Registrable Securities requested to be included in such registration by the Holders thereof, allocated pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder; and second, any equity securities requested to be included in such registration by the Company and any other holders of such securities, allocated as determined by the Company subject to any agreements between the Company and any such holders.
Underwritten Demand Registrations. If the Holders of a majority of shares of the Registrable Securities to be registered in a Demand Registration so elect by written notice to the Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Holders of a majority of the shares of Registrable Securities participating in the Demand Registration shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such Demand Registration; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company. The Holders of a majority of the shares of the Registrable Securities participating in the Demand Registration may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Company. To the extent 10% or more of the Registrable Securities requested to be registered in any such Demand Registration are excluded from the offering in accordance with Section 2.4, the Holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section in such 12-month period with respect to such Registrable Securities.
Underwritten Demand Registrations. After first (1st) anniversary of the date hereof, if the Holders of thirty percent (30%) of the Registrable Securities to be registered in a Demand Registration so elect, by written notice to the Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Holders of a majority of the shares participating in a Demand Registration shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such Demand Registration; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Holders of a majority of the shares of the Registrable Securities participating in the Demand Registration.
Underwritten Demand Registrations. If the Holders of a majority of shares of the Registrable Securities to be registered in a Demand Registration so elect by written notice to the Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Company shall select the book-running managing Underwriter in connection with any such Demand Registration; provided that such managing Underwriter must be reasonably satisfactory to the Holders of a majority of the shares of the Registrable Securities. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to a majority of the Holders making such Demand Registration. To the extent 10% or more of the Registrable Securities so requested to be registered are excluded from the offering in accordance with Section 2.4, the Holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section in such twelve-month period with respect to such Registrable Securities.
Underwritten Demand Registrations. If (i) a Sponsor so elects, or (ii) the Unit Holders of 25% of the Original Class B Registrable Securities to be registered in a Demand Registration so elect, by written notice to the Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Sponsor if the election was made by the Sponsor, or the Unit Holders of a majority of the shares participating in a Demand Registration if the election was made by Unit Holders of 25% of the Original Class B Registrable Securities, shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such Demand Registration; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company and, if the election was made by a Sponsor, such managing Underwriter or Underwriters must also be reasonably satisfactory to the other Sponsor. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Sponsor or the Unit Holders of a majority of the shares of the Registrable Securities participating in the Demand Registration, as applicable.
Underwritten Demand Registrations. If the holders of Registrable Shares initiating a Demand Registration hereunder (the “Initiating Holders”) intend to distribute the Registrable Shares covered by their request by means of an underwritten public offering, they shall so advise the Corporation as a part of a request made pursuant to Sections 2.1 and 2.2 and the Corporation shall include such information in its written notices referred to in Sections 2.1 and 2.2. The holders of a majority of the Registrable Shares included in any Demand Registration shall have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the Corporation’s approval, which approval shall not be unreasonably withheld or delayed. In such event, the right of any holder of Registrable Shares to include such holder’s Registrable Shares in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Shares in the underwriting to the extent provided herein. The Corporation and all holders of Registrable Shares proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Underwritten Demand Registrations. If CAC or a Sponsor so elects, by written notice to the Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. CAC or the Sponsor, if the election was made by the Sponsor, shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such Demand Registration; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company and, if the election was made by a Sponsor, such managing Underwriter or Underwriters must also be reasonably satisfactory to the other Sponsor. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to CAC or the Sponsor(s), as applicable.
Underwritten Demand Registrations. If the Holders of a majority of shares of the Registrable Securities to be registered in a Demand Registration so elect by written notice to the Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Company shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such Demand Registration and any additional investment banks and managers to be used in connection with the offering, provided, however, that the book-running manager(s) shall be reasonably acceptable to the Holders of a majority of shares of the Registrable Securities to be included in such underwritten offering; provided, further, that the book-running manager(s) for the Company’s initial public offering of Common Shares shall be acceptable to the Holders. Any request for an underwritten offering hereunder shall be made to the Company in accordance with the notice provisions of this Agreement.
Underwritten Demand Registrations. The Holders will be entitled to two demand registrations, each covering sales of Class A Common Stock in an underwritten public offering through a qualified underwriter selected by the selling DTS stockholders and acceptable to PCC. Each such demand registration right may be exercised not earlier than twelve months after the date of this Agreement, and not later than the fifth anniversary of the Closing date by Holders requesting to include in the registration not less than 10% of the shares of Class A Common Stock issued in the Merger Transaction. If PCC offers to include shares of Class A Common Stock held by the Holders in any registration statement proposed to be filed by PCC for an underwritten public offering for the account of PCC to close after the later of February 10, 1998 or the Closing of the Merger Transaction, and if the Holders elect to include in such registration statement fewer than 10% of the shares of Class A Common Stock issued in the Merger Transaction, no demand registration described in this paragraph may be initiated until 360 days after the effective date of PCC's registration statement, unless (i) all shares that the Holders request to be included are not included and sold because of the exercise of "cut-back" or similar rights or (ii) in the case of a registration statement filed before the first anniversary of the date of this agreement, the offering price per share is less than $30. Any such demand registration shall be on Form S-3 or its equivalent, or on such other registration form available to PCC as permits the greatest extent of incorporation by reference of materials filed by PCC under the Securities Exchange Act of 1934.
