Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will: (i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and (ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2: (A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act; (B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed; (C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or (D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 3 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Protagonist Therapeutics, Inc), Investor Rights Agreement (Protagonist Therapeutics, Inc)
Demand for Registration. If Subject to the limitations set forth in Section 2.1 and Section 2.2, if the Company shall receive from one or more of the Existing Holders (such Existing Holders, the “Demand Initiating Holders Existing Holders”) a written demand that the Company effect any registration (a “Demand Registration”,” which term, for the avoidance of doubt, shall also include a demand for a Marketed Underwritten Shelf Take-Down pursuant to Section 2.2(c) or a Non-Marketed Underwritten Shelf Take-Down pursuant to Section 2.2(d)), in each case, of Registrable Securities held by such Existing Holders having a reasonably anticipated aggregate offering price (after deduction of underwriter commissions and offering expenses) of the at least $100,000,000 (or such lesser amount constituting all remaining Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should beneficially owned by the Registrable Securities be listed on an exchange outside Demand Initiating Existing Holders that initiated the United States, such a request being provided for under Section 1.9 hereofapplicable Demand Registration), the Company will:
(i) promptly (but in any event within 10 daystwo days after the date a Registration Statement for such Demand Registration is initially filed) give written notice of the proposed registration to all other Holders; and
(ii) use its reasonable best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Demand Initiating Existing Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such demand as are specified in a written demand received by the Company within 15 five days after such written notice is givengiven (subject to, provided for the avoidance of doubt, the limitations set forth in Section 2.1 and Section 2.2); provided, that the Company shall not be obligated to take file any action to effect any such registration Registration Statement or other disclosure document pursuant to this Section 1.2:
2.3 (A) in any particular jurisdiction in which the Company would but shall be required obligated to execute a general consent continue to service of process in effecting prepare such registration, qualification Registration Statement or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(Cother disclosure document) if the Company shall furnish to the Demand Initiating Existing Holders and any other Existing Holder participating in such Holders Demand Registration (collectively, the “Demand Participating Existing Holders”) a certificate signed by the Chief Executive Officer, Chief Financial Officer or equivalent senior executive of the Company, stating that in the good faith judgment filing or effectiveness of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement would require the Company to be filed at the date filing would be requiredmake an Adverse Disclosure, in which case the Company shall have an additional period or periods (each, a “Demand Delay”) of not more than 90 60 days (or such longer period as may be mutually agreed upon by the Demand Participating Existing Holders) within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for exercise more than 90 days two Demand Delays pursuant to this Section 2.3(a)(ii) and Shelf Suspensions pursuant to Section 2.1(c) in the aggregate, or aggregate Demand Delays pursuant to this Section 2.3(a)(ii) or Shelf Suspensions pursuant to Section 2.1(c) of more than 60 days, in each case, during any 12-month period; providedperiod (and the exercise of such Shelf Suspensions and Demand Delays shall not individually or together exceed 90 consecutive days). Each Holder shall keep confidential the fact that a Demand Delay is in effect, furtherthe certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by the Company, that except (A) in the case of any Holder, for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) in the case of the Existing Holders, for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law, rule, regulation or legal process. In the case of a Demand Delay, the Holders agree to suspend use of the applicable Prospectus and any Free Writing Prospectus for the permitted duration of such Demand Delay in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. The Company shall not register any securities for its own account or that immediately notify the Holders upon the termination of any other stockholder during Demand Delay, and (i) in the case of a Registration Statement that has not been declared effective, shall promptly thereafter file the Registration Statement and use its reasonable best efforts to have such ninety Registration Statement declared effective under the Securities Act and (90ii) day period other than pursuant to a registration relating to in the sale case of securities to employees of an effective Registration Statement, shall amend or supplement the Company or a subsidiary pursuant to a stock optionProspectus and any Free Writing Prospectus, stock purchaseif necessary, or similar plan; a registration on any form that so it does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; contain any material misstatement or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) omission prior to the date six (6) months after the effective date expiration of the initial firm commitment underwritten public offering Demand Delay and furnish to the Holders such numbers of copies of the Company’s securitiesProspectus and any Free Writing Prospectus as so amended or supplemented as the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Registration Statement if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Demand Participating Existing Holders.
Appears in 3 contracts
Sources: Registration Rights Agreement (Vmware, Inc.), Separation and Distribution Agreement (Vmware, Inc.), Separation and Distribution Agreement (Dell Technologies Inc.)
Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of the all or a portion of such Initiating Holders’ Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 2.9 hereof), the Company will:
(i) promptly (but in any event within 10 ten (10) days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 fifteen (15) days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.22.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.22.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 ninety (90) days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 180 days in the aggregate in any 12-month period; provided;
(D) if the Holders, further, that together with the Company shall not register any securities for its own account or that holders of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant entitled to a stock optioninclusion in such registration, stock purchasepropose to sell Registrable, or similar plan; a registration on any form that does not include substantially Securities and such other securities (if any) at an aggregate price to the same information as would be required to be included in a registration statement covering the sale public of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredless than $7,500,000; or
(DE) prior to the earlier of: (1) the 4th anniversary of the date six of this Agreement, or (62) the date 6 months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 3 contracts
Sources: Investor Rights Agreement (Alimera Sciences Inc), Investor Rights Agreement (Alimera Sciences Inc), Investor Rights Agreement (Alimera Sciences Inc)
Demand for Registration. If The Holders may, at their option, at any time after the date hereof, require the Company shall receive from Initiating Holders to use its best efforts to effect a written demand that registration of Registrable Securities under the Company effect any registration Securities Act (a “the "Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof"), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that (i) the Company shall not use this right be required to delay effect such Demand Registration unless the filing Company is requested to do so with respect to Registrable Securities having a Market Value of not less than $2,000,000; (ii) at its option, the Company shall not be required to effect such registration prior to three (3) months immediately following the date on which an underwritten public offering of equity securities (pursuant to an effective registration statement under the Securities Act) is commenced, if such public offering is commenced prior to the date of a request for more than 90 days in the aggregate in any 12-month periodDemand Registration; provided, further, that that, if in the opinion of an independent investment banking firm of national reputation such registration, if not deferred, materially and adversely would affect a proposed business or financial transaction of substantial importance to the Company's financial condition, the Company may defer such registration for a single period (specified in such notice) of not more than 180 days; and (iii) the Company shall not register any securities for be required to use its own account best efforts to effect a registration of Registrable Securities under this Section 2 more than three times or that more often than nine months following the completion of any other stockholder during a Demand Registration. At the election of Holders requesting a Demand Registration, such ninety registration statement shall be filed under Rule 415 promulgated under the Securities Act (90a "Resale Registration Statement"), and the Company shall use its best efforts to keep a Resale Registration Statement continuously effective until the earlier of four (4) day period other years and the date on which there are no more Registrable Securities unsold thereunder. The Company shall promptly cause a Resale Registration Statement to be amended to remove a Holder's Registrable Securities upon notice to the Company from such Holder. The Company shall not be required to file and effect more than one (1) Resale Registration Statement pursuant to this Section 2(a). If, after a registration relating Demand Registration becomes effective, the offering of securities thereunder is or becomes subject to any stop order, injunction or other order or requirement of the Commission that prevents or limits the sale of securities thereunder for a period of more than five (5) Business Days, then such Demand Registration shall be deemed not to employees have been effected for purposes of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesthis Section 2(a).
Appears in 2 contracts
Sources: Registration Rights Agreement (Colony K W LLC), Registration Rights Agreement (Kennedy Wilson Inc)
Demand for Registration. If the Company shall receive from Initiating Holders of Registrable Securities a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 2.9 hereof)) then outstanding, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.22.2:
(A) in any jurisdiction outside the United States or in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such 2 registrations requested by the Junior Holders pursuant to this Section 1.2, 2.2 and the sales of the shares of Common Stock under such registration have closed;
(C) after the Company has effected 2 registrations requested by the Series C Holders pursuant to this Section 2.2 and the sales of the shares of Common Stock under such registration have closed;
(D) if the Company shall furnish to such Holders a certificate certificate, signed by the Chief Executive Officer President of the Company, stating that that, in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) Company, it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case then the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate once in any 12-month period; provided;
(E) if within thirty (30) days of receipt of a written request from Holders pursuant to Section 2.2(a), further, that the Company shall not register gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than (i) pursuant to a registration statement relating to any employee benefit plan, (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities for its own account issued in such a transaction, or that (iii) pursuant to a registration related to stock issued upon conversion of any other stockholder during such debt securities, within ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; ordays;
(DF) prior to the earlier of (1) the third anniversary of the date of the initial closing of the sale of Series C Stock or (2) the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 2 contracts
Sources: Investor Rights Agreement (Aldagen Inc), Investor Rights Agreement (Aldagen Inc)
Demand for Registration. If Following an IPO, if the Company shall receive from one or more of the Sponsor Holders (such Sponsor Holders, the “Demand Initiating Holders Sponsor Holders”) a written demand that the Company effect any registration (a “Demand Registration”, which term shall also include a demand for a Marketed Underwritten Shelf Take-Down pursuant to Section 2.3(c), but shall not include a demand for a Non-Marketed Underwritten Shelf Take-Down) of the Registrable Securities then outstanding held by such Sponsor Holders having a reasonably anticipated net aggregate offering price (other than a registration on Form S-3 after deduction of underwriter commissions and offering expenses) of at least $100,000,000 (or any related form of registration statement or any foreign equivalent should the such lesser amount constituting all remaining Registrable Securities be listed on an exchange outside beneficially owned by the United States, such a request being provided for under Section 1.9 hereofDemand Initiating Sponsor Holders that initiated the applicable Demand Registration), the Company will:
(i) promptly (but in any event within 10 daysten (10) days after the date a Registration Statement for such Demand Registration is initially filed) give written notice of the proposed registration to all other Holders; and
(ii) use its reasonable best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Demand Initiating Sponsor Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such demand as are specified in a written demand received by the Company within 15 five (5) days after such written notice is given; provided, provided that the Company shall not be obligated to take file any action to effect any such registration Registration Statement or other disclosure document pursuant to this Section 1.2:
2.4 (A) in any particular jurisdiction in which the Company would but shall be required obligated to execute a general consent continue to service of process in effecting prepare such registration, qualification Registration Statement or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(Cother disclosure document) if the Company shall furnish to the Demand Initiating Sponsor Holders and any other Sponsor Holder participating in such Holders Demand Registration (collectively, the “Demand Participating Sponsor Holders”) a certificate signed by the Chief Executive Officer or equivalent senior executive of the Company, stating that in the good faith judgment filing or effectiveness of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement would require the Company to be filed at the date filing would be requiredmake an Adverse Disclosure, in which case the Company shall have an additional period or periods (each, a “Demand Delay”) of not more than 90 ninety (90) days (or such longer period as may be mutually agreed upon by the Demand Participating Sponsor Holders) within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for exercise more than 90 days two (2) Demand Delays pursuant to this Section 2.4(a)(ii) and/or Shelf Suspensions pursuant to Section 2.1(c) and/or Section 2.2(c) in the aggregate, or aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that Demand Delays pursuant to this Section 2.4(a)(ii) and/or Shelf Suspensions pursuant to Section 2.1(c) and/or Section 2.2(c) of any other stockholder during such more than ninety (90) day period other than pursuant days, in each case, during any twelve-month (12) month period. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to a registration relating above and its contents for the permitted duration of the Demand Delay or until otherwise notified by the Company, except (A) in the case of any Holder, for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) in the case of the Sponsor Holders, for disclosures to the sale extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential, (C) in the case of securities any Temasek Holder, for disclosures to employees of the Company or a subsidiary pursuant any Permitted Temasek Transferees who have agreed to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same keep such information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
confidential and (D) as required by law, rule, regulation or legal process. In the case of a Demand Delay, the Holders agree to suspend use of the applicable Prospectus and any Free Writing Prospectus for the permitted duration of such Demand Delay in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. The Company shall immediately notify the Holders upon the termination of any Demand Delay, and (i) in the case of a Registration Statement that has not been declared effective, shall promptly thereafter file the Registration Statement and use its reasonable best efforts to have such Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Registration Statement, shall amend or supplement the Prospectus and any Free Writing Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the date six (6) months after the effective date expiration of the initial firm commitment underwritten public offering Demand Delay and furnish to the Holders such numbers of copies of the Company’s securitiesProspectus and any Free Writing Prospectus as so amended or supplemented as the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Registration Statement if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Demand Participating Sponsor Holders.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dell Technologies Inc), Registration Rights Agreement (Denali Holding Inc.)
Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of at least a majority of the Registrable Securities held by such Initiating Holders then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 3.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.23.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.23.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Company’s Board of Directors of the Company (the “Board of DirectorsBoard”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the earlier of (1) March 10, 2019, or (2) the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 2 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Aeglea BioTherapeutics, Inc.)
Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 2.9 hereof)) then outstanding, the Company willshall:
(i) promptly (but in any event within 10 ten (10) days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate practicable, use commercially reasonable efforts to effect the sale and distribution registration requested, which registration shall include all shares of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of that any Holder or Holders joining electing to join in such demand as are specified request to be included in a such registration by written demand received by notice given to the Company within 15 fifteen (15) days after such the Company sends the written notice is givenreferred to in Section 2.2(a)(i), provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.22.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, 2.2 and the sales of the shares of Common Stock under such registration registrations have closed;
(CB) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously materially detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 ninety (90) days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate once in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(DC) prior to the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) the date which is six (6) months after the effective date of a registration statement for the initial sale of the Company’s shares of Common Stock in the Company’s first firm commitment underwritten public offering of registered under the Company’s securities1933 Act (the “IPO”).
Appears in 2 contracts
Sources: Investor Rights Agreement (PhaseBio Pharmaceuticals Inc), Investor Rights Agreement (PhaseBio Pharmaceuticals Inc)
Demand for Registration. If at any time after six months following the effective date of the Company's initial registration statement filed under the Securities Act, the Company shall receive from Initiating any Demand Holder or group of Demand Holders holding at least 30% of the Demand Registrable Securities then outstanding a written demand request that the Company effect any registration (a “registration, quali fication or compliance with respect to Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form and the reasonably anticipated aggregate proceeds of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof)offering exceed $3,000,000, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration registration, qualification or compliance to all other Demand Holders; and
(ii) use its best efforts to effect such registration as soon as practicable such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, 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) as may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Demand Registrable Securities as are specified in such demandrequest, together with all or such portion of the Demand Registrable Securities of any Demand Holder or Demand Holders joining in such demand request as are specified in a written demand request received by the Company within 15 20 business days after receipt of such written notice is givenfrom the Company; PROVIDED, provided HOWEVER, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.26:
(A) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B) after After the Company has effected two (2) one such registrations registration pursuant to this Section 1.26(a), such registration has been declared or ordered effective and the sales of the shares of Common Stock under securities offered pursuant to such registration have closed;been sold; or
(C) if Within three months following the effective date of a registration statement previously filed by the Company. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Demand Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of any Demand Holder or Demand Holders. If, however, the Company shall furnish to such the Demand Holder or Holders requesting a registration statement pursuant to this Section 6 a certificate signed by the Chief Executive Officer President of the CompanyCompany stating that, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Registration Statement registration statement to be filed at and it is therefore essential to defer the date filing would be requiredof such registration statement, in which case the Company shall have an additional the right to defer such filing for a period or periods of not more than 90 120 days within which to file after receipt of the request of the Demand Holder or Demand Holders requesting such Registration Statementregistration; providedPROVIDED, howeverHOWEVER, that the Company shall may not use utilize this right to delay the filing for more than 90 days in the aggregate once in any 12consecutive twelve-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 2 contracts
Sources: Shareholder Rights Agreement (Viant Corp), Shareholder Rights Agreement (Viant Corp)
Demand for Registration. If Subject to Section 2.14(a), if the Company shall receive from one or more of the Sponsor Holders (such Sponsor Holders, the “Demand Initiating Holders Sponsor Holders”) a written demand that the Company effect any registration (a “Demand Registration”,” which term shall also include a demand for a Marketed Underwritten Shelf Take-Down pursuant to Section 2.3(c), but shall not include a demand for a Non-Marketed Underwritten Shelf Take-Down) of the Registrable Securities then outstanding held by such Sponsor Holders having a reasonably anticipated net aggregate offering price (other than a registration on Form S-3 after deduction of underwriter commissions and offering expenses) of at least $100,000,000 (or any related form of registration statement or any foreign equivalent should the such lesser amount constituting all remaining Registrable Securities be listed on an exchange outside beneficially owned by the United States, such a request being provided for under Section 1.9 hereofDemand Initiating Sponsor Holders that initiated the applicable Demand Registration), the Company will:
(i) promptly (but in any event within 10 daysten (10) days after the date a Registration Statement for such Demand Registration is initially filed) give written notice of the proposed registration to all other Holders; and
(ii) use its reasonable best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Demand Initiating Sponsor Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such demand as are specified in a written demand received by the Company within 15 five (5) days after such written notice is given; provided, provided that the Company shall not be obligated to take file any action to effect any such registration Registration Statement or other disclosure document pursuant to this Section 1.2:
2.4 (A) in any particular jurisdiction in which the Company would but shall be required obligated to execute a general consent continue to service of process in effecting prepare such registration, qualification Registration Statement or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(Cother disclosure document) if the Company shall furnish to the Demand Initiating Sponsor Holders and any other Sponsor Holder participating in such Holders Demand Registration (collectively, the “Demand Participating Sponsor Holders”) a certificate signed by the Chief Executive Officer or equivalent senior executive of the Company, stating that in the good faith judgment filing or effectiveness of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement would require the Company to be filed at the date filing would be requiredmake an Adverse Disclosure, in which case the Company shall have an additional period or periods (each, a “Demand Delay”) of not more than 90 ninety (90) days (or such longer period as may be mutually agreed upon by the Demand Participating Sponsor Holders) within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for exercise more than 90 days two (2) Demand Delays pursuant to this Section 2.4(a)(ii) and/or Shelf Suspensions pursuant to Section 2.1(c) and/or Section 2.2(c) in the aggregate, or aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that Demand Delays pursuant to this Section 2.4(a)(ii) and/or Shelf Suspensions pursuant to Section 2.1(c) and/or Section 2.2(c) of any other stockholder during such more than ninety (90) day period other than pursuant days, in each case, during any twelve-month (12) month period. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to a registration relating above and its contents for the permitted duration of the Demand Delay or until otherwise notified by the Company, except (A) in the case of any Holder, for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) in the case of the Sponsor Holders, for disclosures to the sale extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential, (C) in the case of securities any Temasek Holder, for disclosures to employees of the Company or a subsidiary pursuant any Permitted Temasek Transferees who have agreed to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same keep such information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
confidential and (D) as required by law, rule, regulation or legal process. In the case of a Demand Delay, the Holders agree to suspend use of the applicable Prospectus and any Free Writing Prospectus for the permitted duration of such Demand Delay in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. The Company shall immediately notify the Holders upon the termination of any Demand Delay, and (i) in the case of a Registration Statement that has not been declared effective, shall promptly thereafter file the Registration Statement and use its reasonable best efforts to have such Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Registration Statement, shall amend or supplement the Prospectus and any Free Writing Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the date six (6) months after the effective date expiration of the initial firm commitment underwritten public offering Demand Delay and furnish to the Holders such numbers of copies of the Company’s securitiesProspectus and any Free Writing Prospectus as so amended or supplemented as the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Registration Statement if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Demand Participating Sponsor Holders.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dell Technologies Inc), Registration Rights Agreement (Dell Technologies Inc)
Demand for Registration. If In case the Company shall receive from the Initiating Holders a written demand that the Company effect any registration (registration, qualification or compliance with respect to all or a “Demand Registration”) part of the Registrable Securities, and only in the event that the aggregate offering price of the Registrable Securities then outstanding proposed to be registered equals or exceeds two million dollars (other than a registration on Form S-3 or any related form $2,000,000) (provided that the determination of registration statement or any foreign equivalent should the aggregate offering price of the Registrable Securities proposed to be listed on an exchange outside registered shall be made by the United States, such a request being provided for under Section 1.9 hereofInitiating Holders in good faith), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration registration, qualification or compliance to all other Holders, which notice, in any event, shall be given at least twenty (20) business days before the effectiveness of any registration under this Section 1.4; and
(ii) use its best efforts to effect such registration registration, qualification or compliance as soon as practicable (including, without limitation, the execution of an undertaking to file post-effective amendments, 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), in respect of such Registrable Securities and as will may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining request in such demand as are specified in a written demand writing received by the Company within 15 twenty (20) days after receipt of such written notice is givenfrom the Company; PROVIDED, provided that the Company shall not NOT be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.21.4:
(A) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B) after Before the Company has effected two (2) such registrations pursuant earlier to this Section 1.2occur of March 31, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period 2004 or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten Company's first registered offering to the general public offering of its securities for its own account;
(C) After the Company has effected three registrations pursuant to this Section 1.4(a), so long as such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold. Subject to the foregoing clauses (A) through (C), the Company shall file a registration statement covering the Registrable Securities so demanded pursuant to this Section 1.4(a); PROVIDED, HOWEVER, that if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company’s securitiesCompany stating that, in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the demand of the Initiating Holders; PROVIDED, HOWEVER, that the Company may not utilize this right more than once in any twelve month period.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Zapme Corp), Investors' Rights Agreement (Zapme Corp)
Demand for Registration. If the Company shall receive from a Sponsor Fund (the Sponsor Fund so effecting a demand pursuant to this Section 4.3 being referred to as the “Demand Initiating Holders Sponsor”), a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding held by such Sponsor Funds having a reasonably anticipated net aggregate offering price (other than a registration on Form S-3 or any related form after deduction of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof)underwriter commissions and offering expenses) of at least $10,000,000, the Company will:
(i) promptly (but in any event within 10 daysten (10) days prior to the date such registration becomes effective under the Securities Act) give written notice of the proposed registration to all other HoldersStockholders; and
(ii) use its reasonable best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Demand Initiating Holders’ Sponsor’s Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders other Sponsor Funds joining in such demand as are specified in a written demand received by the Company within 15 five (5) days after such written notice is given; provided that the Sponsor shall have six (6) Demand Registrations pursuant to this Section 4.3(a); provided, provided further, that the Company shall not be obligated to take file any action to effect any such registration Registration Statement or other disclosure document pursuant to this Section 1.2:
4.3 (A) in any particular jurisdiction in which the Company would but shall be required obligated to execute a general consent continue to service of process in effecting prepare such registration, qualification Registration Statement or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(Cother disclosure document) if the Company shall furnish to such Holders Sponsor Funds a certificate signed by the Chief Executive Officer or equivalent senior executive of the Company, stating that in the good faith judgment filing or effectiveness of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement would require the Company to be filed at the date filing would be requiredmake an Adverse Disclosure, in which case the Company shall have an additional period or periods (each, a “Demand Delay”) of not more than 90 sixty (60) days (or such longer period as may be agreed upon by the Demand Initiating Sponsor) within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for exercise more than 90 days two (2) Demand Delays pursuant to this Section 4.3(a)(ii) and Shelf Suspensions pursuant to Section 4.1(c) in the aggregate, or aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that Demand Delays pursuant to this Section 4.3(a)(ii) and Shelf Suspensions pursuant to Section 4.1(c) of any other stockholder during such more than ninety (90) day period other than pursuant days, in each case, during any twelve-month (12) month period. The Sponsor shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to a registration relating above and its contents for the permitted duration of the Demand Delay or until otherwise notified by the Company, except (A) for disclosure to the sale of securities Sponsor’s employees, agents and professional advisers who need to employees of the Company or a subsidiary pursuant know such information and are obligated to a stock optionkeep it confidential, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(DB) prior for disclosures to the date six extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (6C) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.as required by Law;
Appears in 2 contracts
Sources: Stockholders Agreement (Velocity Commercial Capital, Inc.), Stockholders Agreement (Velocity Commercial Capital, Inc.)
Demand for Registration. If the Company shall receive from at any time after the earlier to occur of (a) January 1, 2012 or (b) six (6) months following the Company’s initial offering of its securities to the general public, a written request by the Initiating Holders a written demand that the Company effect any registration (file a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration Registration Statement on Form S-3 or any related form of registration statement or any foreign equivalent should S-l with respect to the Registrable Securities be listed on an exchange outside the United States, Shares held by such a request being provided for under Section 1.9 hereof)requesting Initiating Holders, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable practicable, and as will permit or facilitate in any event within 45 days after the sale and distribution of all or date such portion of such request is delivered by the Initiating Holders’ , file a Registration Statement on Form S-l under the Securities Act covering all of the Registrable Securities as are specified that the Initiating Holders specify in such demandrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand request as are specified in a written demand request received by the Company within 15 twenty (20) days after receipt of such written notice from the Company, and use all reasonable best efforts to cause such registration statement to become effective as soon as possible thereafter. Notwithstanding anything to the contrary contained herein, if the registration requested is givento be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, provided that the Company shall be entitled, at its election and subject to the provisions of Sections 1.2(d) and 1.12 hereof, to join in any such registration with respect to securities to be offered by it or any other party. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration pursuant to this Section 1.2:
(A) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B) after After the Company has effected initiated two (2) such registrations pursuant to this Section 1.2, 1.2(a) and the sales of the shares of Common Stock under such registration registrations have closedbeen declared or ordered effective;
(C) if During the Company shall furnish period starting with the date sixty (60) days prior to such Holders a certificate signed by the Chief Executive Officer Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement-initiated registration; provided, however, provided that the Company shall not use this right is actively employing in good faith all reasonable efforts to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during cause such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; orto become effective;
(D) prior If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.4; and
(E) If the date six (6) months after Company and the effective date Initiating Holders are unable to obtain the commitment of an underwriter to firmly underwrite the initial firm commitment underwritten public offering of the Company’s securitiesoffer.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Varonis Systems Inc), Investors’ Rights Agreement (Varonis Systems Inc)
Demand for Registration. If In case the Company shall receive from Initiating Holders a written demand request that the Company effect any registration registration, qualification or compliance with respect to not less than thirty percent (a “Demand Registration”30%) of the Registrable Securities then outstanding (other than a registration on Form S-3 shares of Preferred Stock or Conversion Stock, or any related form lesser number of registration statement or any foreign equivalent should shares if the Registrable Securities be listed on an exchange outside the United Statesanticipated aggregate offering price, such a request being provided for under Section 1.9 hereof)net of underwriting discounts and commissions, would exceed ($15,000,000) fifteen million dollars the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration registration, qualification or compliance to all other Holders; and
(ii) effect such registration as soon as practicable practicable, use its best efforts to effect such registration, qualification or compliance (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) as may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demandrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand request as are specified in a written demand request received by the Company within 15 20 days after receipt of such written notice is givenfrom the Company; provided, provided however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.25.1:
(A) in A. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
B. Prior to the earlier of June 30, 2002 or six months after the effective date of the Company's first registered public offering of its stock;
C. If the Company, within ten (B10) after days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request;
D. During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on the date 180 days immediately following the effective date of, any registration statement pertaining to securities of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
E. After the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed5.1(a);
F. Within twelve (C12) if months after the Company has effected such a registration pursuant to this Section 5.1(a); or
G. If the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Company's Board of Directors of the Company (the “Board of Directors”"BOARD") it would be seriously detrimental to the Company and or its stockholders for such Registration Statement a registration statement to be filed at the date filing would be required, in which case the Company Company's obligation to use its best efforts to register, qualify or comply under this Section 5.1 shall have an additional be deferred for a period or periods not to exceed 120 days from the date of not more than 90 days within which to file such Registration Statement; providedreceipt of written request from the Initiating Holders, however, provided that the Company shall may not use exercise this deferral right to delay the filing for more than 90 days in the aggregate in once during any twelve (12-) month period; provided. Subject to the foregoing clauses (A) through (G), further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in file a registration statement covering the sale Registrable Securities so requested to be registered as soon as practicable after receipt of the Registrable Securities; request or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date requests of the initial firm commitment underwritten public offering of the Company’s securitiesInitiating Holders.
Appears in 1 contract
Demand for Registration. If (a) Subject to the Company Holder's right to convert the Debenture under the Loan Agreement, the Borrower hereby agrees to register, subject to the terms and conditions set forth herein, all or any portion of the Registerable Securities at any time it shall receive from Initiating Holders a written demand that request from the Company effect any registration Holders of at least fifty percent (a “Demand Registration”50%) of the Registrable Registerable Securities then outstanding Then Outstanding (other than or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $1,000,000) that the Borrower file a registration on Form S-3 or any related form statement under the 1933 Act covering the registration of registration statement or any foreign equivalent should at least a majority of the Registrable Registerable Securities be listed on an exchange outside the United StatesThen Outstanding. The Borrower shall, such a request being provided for under Section 1.9 hereof)within 20 days of its receipt thereof, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration such request to all other Holders; and
(ii) Holders of record of Registerable Securities. The Holders of said Registerable Securities shall then have 15 days from the date of mailing of such notice by the Borrower to request that all or a portion of their respective Registerable Securities be included in said registration. The Borrower hereby agrees, subject to the limitations hereof, to use its best lawful efforts to effect such registration as soon as practicable reasonably possible, and in any event (if legally possible, and as will permit or facilitate allowed by the sale SEC, and distribution if no factor outside the Borrower's reasonable control prevents it) within 150 days of the receipt of the initial written registration request, to effect the registration under the 1933 Act of all or such portion of such Registerable Securities which the Holders thereof (the "Initiating Holders’ Registrable ") have requested.
(b) If the Initiating Holders intend to distribute the Registerable Securities covered by their request by means of an underwriting, they shall so advise the Borrower as are specified a part of their request made pursuant to this Loan Agreement and the Borrower shall include such information in the written notice to the other Holders of Registerable Securities referred to in Section 9.01(a). In such demandevent, together with all or such portion of the Registrable Securities right of any Holder or Holders joining to include his/her Registerable Securities in such demand as are specified registration shall be conditioned upon such Holder's participation in a written demand received such underwriting and the inclusion of such Holder's Registerable Securities in the underwriting (unless otherwise mutually agreed by the Company within 15 days after Borrower, the underwriter, a majority in interest of the Initiating Holders and such written notice Holder) is givenlimited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Borrower as provided in Section 9.03(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by mutual agreement of the Borrower and a majority in interest of the Initiating Holders, provided that the Company which agreement shall not be obligated to take unreasonably withheld. Notwithstanding any action to effect any such registration pursuant to other provision of this Section 1.2:
(A9.01, if the underwriter advises the Initiating Holders and the Borrower in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holder(s) in any particular jurisdiction in shall so advise all Holders of Registerable Securities which the Company would otherwise be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations underwritten pursuant to this Section 1.2hereto, and the sales number of the shares of Common Stock under Registerable Securities that may be included in the underwriting shall be allocated on a pro rata basis among all Holders that have requested to participate in such registration have closed;registration.
(Cc) Borrower shall utilize Rule 144 if said exemption, in the Borrower's sole determination, meets its distribution requirements.
(d) Notwithstanding the foregoing, if the Company Borrower shall furnish to such the Initiating Holders a certificate signed by the Chief Executive Officer President of the Company, Borrower stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) Borrower, it would be seriously materially detrimental to the Company Borrower and its stockholders shareholders for such Registration Statement registration statement to be filed at that time, and it is therefore essential to defer the date filing would be requiredof such registration statement, in which case the Company Borrower shall have an additional the right to defer the commencement of such a filing for a period or periods of not more than 90 180 days within which to file such Registration Statementafter receipt of the request of the Initiating Holders; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in at least 12 months must elapse between any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during two such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesdeferrals.
Appears in 1 contract
Sources: Convertible Debenture Loan Agreement (Biodynamics International Inc)
Demand for Registration. If the Company shall receive from ----------------------- Initiating Holders a written demand that the Company effect any registration (a “"Demand Registration”") of at least 25% of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 2.9 hereof)) having an aggregate offering amount, net of underwriting discounts and commissions, in excess of $10,000,000, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.22.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two one (21) such registrations registration pursuant to this Section 1.2, 2.2 and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 180 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the earlier of (1) the second anniversary of the date six of this Agreement or (62) months the date 180 days after the effective date of the initial firm commitment underwritten public offering of the Company’s 's securities.
Appears in 1 contract
Demand for Registration. If the Company shall receive from the ----------------------- Initiating Holders a written demand that the Company effect any registration (a “"Demand Registration”") of the Registrable Securities then outstanding (other than including a registration on Form S-3 or any related successor form of registration statement or any foreign equivalent should the Registrable Securities be listed on statement) having an exchange outside the United States, such a request being provided for under Section 1.9 hereof)anticipated net aggregate offering price (after deduction of Selling Expenses) of at least $25,000,000, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) as soon as practicable, use commercially reasonable efforts to effect such registration as soon as practicable may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company given within 15 twenty (20) days after such receipt of written notice is given, of such proposed registration from the Company; provided that the Company shall not be obligated to take any action to effect any such registration registration, pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
otherwise provided below, (Bx) on Form S-1 or any successor form of registration statement, after the Company has effected two (2) such registrations on such form pursuant to this Section 1.2, 1.2 and the sales all of the shares of Common Stock under Registrable Securities included in each such registration have closedbeen sold; and (y) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms of registration statement, after the Company has effected two (2) such registrations on any such form pursuant to this Section 1.2 and all of the Registrable Securities included in each such registration have been sold;
(CB) if If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously significantly detrimental to the Company and its stockholders shareholders for such Registration Statement to be filed at the date filing would be requiredrequired in light of the existence, or in anticipation, of any acquisition or financing activity involving the Company or the unavailability for reasons beyond the Company's control of any required financial statements, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, provided that the Company shall not use this right to delay the filing for more than 90 days in the aggregate once in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(DC) Prior to June 30, 2002. The Initiating Holders may, at any time prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering registration statement relating to such registration, revoke such request, without forfeiture of their demand right under Section 1.2 and without liability (except as set forth in Section 1.4) to any other Holder of Registrable Securities requested to be registered pursuant to this Section 1.2, by providing a written notice to the Company’s securitiesCompany revoking such request.
Appears in 1 contract
Demand for Registration. If (a) On and after the date that is six (6) months from the date of this Agreement, the Holders of at least 331/3% of the Registrable Stock (the "Initiating Holders") may demand in a written notice (the "Registration Demand") that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Stock held by such Initiating Holders in the manner specified in such notice, provided that the aggregate amount of Registrable Stock to be included in such registration shall be equal to at least the Minimum Demand Amount, but not more than 50% (the "Maximum Demand Amount"), of the total Registrable Stock held by such Holder. Following receipt of any notice under this Section 3 the Company shall receive from (x) within twenty (20) days notify all other Holders of such request in writing and (y) use its reasonable efforts to cause to be registered under the Securities Act, subject to the proviso of the immediately preceding sentence, all Registrable Stock that the Initiating Holders a written demand that and such other Holders have demanded, within forty (40) days after the Company effect has received the Registration Demand, be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders.
(b) Notwithstanding any registration (a “Demand Registration”) provision of this Agreement to the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company willcontrary:
(i) promptly the Company shall not be required to effect a registration pursuant to this Section 3 during the period starting with the date of filing by the Company of, and ending on a date one hundred twenty (but in any event within 10 days120) give written notice days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the proposed Company or on behalf of the selling stockholders under any other registration rights agreement which the Holders have been entitled to join pursuant to Section 4; provided that the Company shall actively employ in good faith all other Holdersreasonable efforts to cause such registration statement to become effective as soon as possible; and
(ii) effect if the Company shall determine in good faith that such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together would interfere with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received material transaction then being pursued by the Company within 15 days after such written notice is givenCompany, provided that the Company's obligation to use its reasonable efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days.
(c) The Company shall not be obligated to take any action to effect any such and pay for more than one (1) registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute 3; provided, that a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations registration demanded pursuant to this Section 1.23 shall not be deemed to have been effected for purposes of this Section 3(d) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 5(a) and (iii) the sales offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the shares of Common Stock under SEC (other than any such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer stop order, injunction, or other requirement of the Company, stating that in the good faith judgment SEC prompted by any act or omission of the Board Holders of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesStock).
Appears in 1 contract
Sources: Registration Rights Agreement (Dycom Industries Inc)
Demand for Registration. If the Company shall receive from Initiating Holders a written demand (a "Demand Registration") that the Company effect any registration (under the Securities Act of all or a “Demand Registration”) portion of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section paragraph 1.9 hereof), ) the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its diligent best efforts to effect such registration as soon as practicable and as soon as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 30 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section paragraph 1.2:
(A) in Within 180 days immediately following the effective date of any particular jurisdiction in which registration statement pertaining to an underwritten public offering of securities of the Company would be required for its own account (other than a registration relating solely to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Actemployee benefit plans);
(B) after After the Company has effected two (2) one such registrations registration pursuant to this Section 1.2, paragraph 1.2 and the sales sale of the shares of Common Stock under such registration have has closed;
(C) if If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders shareholders for such Registration Statement registration statement to be filed at the date on which filing would be required, in which case the Company shall have an additional period or periods of not more than 90 120 days within which to file such Registration Statementregistration statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate once in any 12twelve-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date If more than 50% of the initial firm commitment underwritten public offering of the Company’s securitiesRegistrable Securities requested to be registered by Initiating Holders are withdrawn from such registration.
Appears in 1 contract
Demand for Registration. If a. The Company hereby agrees to register, subject to the Company terms and conditions set forth herein, all or any portion of the Registrable Securities if at any time it shall receive from Initiating Holders a written demand request from the Holders of at least fifty percent (50%) in the aggregate of the Registrable Securities then outstanding that the Company effect any file a registration (statement under the Act covering the registration of at least a “Demand Registration”) majority of the Registrable Securities then outstanding (other than or a registration on Form S-3 or any related form lesser percent if the anticipated aggregate offering price, net of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesunderwriting discounts and commissions, such a request being provided for under Section 1.9 hereofwould exceed $500,000). The Company shall, the Company will:
within twenty (i20) promptly (but in any event within 10 days) days of its receipt thereof, give written notice of the proposed registration such request to all other Holders; and
Holders of record of Registrable Securities at the last known address of each such Holder maintained by the Company or the Company's transfer agent. The Holders of said Registrable Securities shall have fifteen (ii15) days from the receipt of such notice by the Company to request that all or a portion of their respective Registrable Securities be included in said registration. The Company hereby agrees, subject to the limitations hereof, to use its best lawful efforts to effect such registration as soon as practicable reasonably possible, and in any event (if legally possible, and as will permit or facilitate allowed by the sale SEC, and distribution if no factor outside the Company's reasonable control prevents it) within 150 days of the receipt of the initial written registration request, to effect the registration under the Act of all or such portion of such Registrable Securities which the Holders thereof have requested.
b. If the Holders initiating the registration request hereunder ("Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of ") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Agreement, and the Company shall include such information in the written notice to the other Holders of Registrable Securities referred to in Section 3.1(a). In such event, the right of any Holder or Holders joining to include his/her Registrable Securities in such demand as are specified registration shall be conditioned upon such Holder's participation in a written demand received such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Company, the underwriter, a majority in interest of the Initiating Holders and such Holder) is limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company within 15 days after as provided in Section 3.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such written notice is givenunderwriting by mutual agreement of the Company and a majority in interest of the Initiating Holders, provided which agreement shall not be unreasonably withheld.
c. Notwithstanding any provision to the contrary set forth herein, the parties hereto hereby acknowledge and agree that the Company shall not be is obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected only two (2) such registrations pursuant to this Section 1.23.1.
d. Notwithstanding the foregoing, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such the Initiating Holders a certificate signed by the Chief Executive Officer President of the Company, Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) Company, it would be seriously materially detrimental to the Company and its stockholders shareholders for such Registration Statement registration statement to be filed at that time, and it is therefore essential to defer the date filing would be requiredof such registration statement, in which case the Company shall have an additional the right to defer the commencement of such a filing for a period or periods of not more than 90 180 days within which to file such Registration Statementafter receipt of the request of the Initiating Holders; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any at least twelve (12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesmust elapse between any two such deferrals under this Section 3.1(d).
Appears in 1 contract
Demand for Registration. If The Holder may, at its option, at any time, require the Company shall receive from Initiating Holders to use its best efforts to effect a written demand that registration of Registrable Securities under the Company effect any registration Securities Act (a “the "Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States"); PROVIDED, such a request being provided for under Section 1.9 hereof)HOWEVER, the Company will:
that (i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action required to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance Demand Registration unless the Company is already subject requested to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant do so with respect to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders Registrable Securities having a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods Market Value of not more less than 90 days within which to file such Registration Statement$1,000,000; provided(ii) at its option, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a effect such registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after immediately following the effective date of the initial firm commitment on which an underwritten public offering of equity securities (pursuant to an effective registration statement under the Securities Act) is commenced, if such public offering is commenced prior to the date of a request for the Demand Registration; PROVIDED, FURTHER that, if in the Company’s securities's opinion such registration, if not deferred, materially and adversely would affect its business or financial condition, the Company may defer such registration for a single period (specified in such notice) of not more than 180 days; and (iii) the Company shall not be required to use its best efforts to effect a registration of Registrable Securities under this Section 2 more than twice. At the election of Holder requesting a Demand Registration, such registration statement shall be filed under Rule 415 promulgated under the Securities Act (a "Resale Registration Statement"), and the Company shall use its best efforts to keep a Resale Registration Statement continuously effective until the earlier of two (2) years from the date of Holder's request and the date on which there are no more Registrable Securities remaining unsold thereunder. The Company shall cause a Resale Registration Statement to be amended to remove Holder's Registrable Securities upon notice to the Company from Holder. The Company shall not be required to file and effect more than one (1) Resale Registration Statements pursuant to this Section 2(a). If, after a Demand Registration becomes effective, the offering of securities thereunder is or becomes subject to any stop order, injunction or other order or requirement of the Commission that prevents or limits the sale of securities thereunder for a period of more than five (5) Business Days, then such Demand Registration shall be deemed not to have been effected for purposes of this Section 2(a).
Appears in 1 contract
Sources: Investor Rights Agreement (Motorcar Parts & Accessories Inc)
Demand for Registration. If In case the Company shall receive from Initiating Holders a written demand request that the Company effect any registration registration, qualification or compliance with respect to an offering for an anticipated aggregate offering price of not less than $2,000,000 (a “Demand Registration”) of the Registrable Securities then outstanding (before underwriting discounts and other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereofselling expenses), the Company will:
(i) promptly (but and in any no event within 10 dayslater than ten (10) days after the date such request is received) give written notice of the proposed registration registration, qualification or compliance to all other Holders; and
(ii) effect such registration as soon as practicable (and in any event within sixty (60) days after the date that the Company receives such written request from the Initiating Holders), effect such registration, qualification or compliance (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) as may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ the Registrable Securities as are specified in such demandrequest, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such demand request as are specified in a written demand request received by the Company within 15 twenty (20) days after receipt of such written notice is givenfrom the Company; Provided, provided however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.2:3.1(a):
(A) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B) after During the period starting with the date thirty (30) days prior to the Company’s estimated date of filing of, and ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of the Company sold by the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(C) After the Company has effected an aggregate of two (2) such registrations pursuant to this Section 1.23.1(a) or 3.3(a), provided that (i) such registrations have been declared or ordered effective and (ii) the sales offerings thereunder are not interfered with by any stop order, injunction, order or requirement of the shares Commission or other agency or court of Common Stock under such registration have closed;competent jurisdiction; or
(CD) if If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would (i) be seriously materially detrimental to the Company and or its stockholders stockholders, (ii) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, or (iii) require premature disclosure of material information that the Company has a bona fide business purpose for such Registration Statement preserving as confidential, if a registration statement were to be filed at in the near future, then the Company’s obligation to register, qualify or comply under this Section 3 shall be deferred for a period not to exceed ninety (90) days from the date filing would be requiredof receipt of written request from the Initiating Holders, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that in such event, (i) the Initiating Holders shall be entitled to withdraw such request and retain its rights under this Section 3.1(a) and (ii) the Company shall not use utilize this right to delay the filing for more than 90 days in the aggregate once in any twelve (12-) month period; provided. Subject to the foregoing clauses (A) through (D), further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in file a registration statement covering the sale Registrable Securities so requested to be registered as soon as practicable after receipt of the Registrable Securities; request or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date requests of the initial firm commitment underwritten public offering of the Company’s securitiesInitiating Holders.
Appears in 1 contract
Demand for Registration. If the Company shall receive from either ----------------------- the Group 1 Initiating Holders or the Group 2 Initiating Holders a written demand that the Company effect any a registration (a “Demand Registration”) under the 1933 Act of all or part of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 4 hereof), the Company will:
(i) promptly (but in any event within 10 ten (10) days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts (limited to the extent provided herein) to effect such registration as soon as practicable as may be so demanded and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 thirty (30) days after such written notice is given; provided, provided however, that the only securities that the Company shall be required to register pursuant hereto shall be shares of Common Stock; and provided, further, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.22:
(A) in any particular jurisdiction in which the Company would be required Prior to execute a general consent to service of process in effecting such registrationDecember 31, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act1997;
(B) When the Company is in the process of registering Registrable Securities pursuant to any demand made under this Section 2;
(C) In the case of a demand by the Group 1 Initiating Holders, after the Company has effected a registration pursuant to this Section 2 pursuant to a prior demand by the Group 1 Initiating Holders where such registration has been declared or ordered effective and the securities offered thereby have been sold; provided, however, that if the prior demand was for the registration of -------- the initial public offering of the Company's Common Stock and the Holders of Group 1 Registrable Securities were unable to include in such registration all the Registrable Securities requested in their written demands as a result, in whole or in part, of pro rata allocation with Holders of Group 2 Registrable Securities as provided in Section 2(b), such prior demand shall not count as a prior demand for purposes of this clause (C);
(D) In the case of a demand by the Group 2 Initiating Holders, after the Company has effected a registration pursuant to this Section 2 pursuant to two (2) prior demands by the Group 2 Initiating Holders where such registrations registration has been declared or ordered effective and the securities offered thereby have been sold; provided, however, that if the prior demand was for the registration of -------- the initial public offering of the Company's Common stock and the Holders of Group 2 Registrable Securities were unable to include in such registration all the Registrable Securities requested in their written demands as a result, in whole or in part, of pro rata allocation with Holders of Group 1 Registrable Securities as provided in Section 2(b), such prior demand shall not count as a prior demand for purposes of this clause (C);
(E) If the Registrable Securities requested to be registered have an expected public offering price of less than Seven Dollars and Fifty Cents ($7.50) per share of Common Stock;
(F) Within one hundred eighty (180) days immediately following the effective date of any registration statement pertaining to an underwritten public offering of Common Stock of the Company for its own account (other than a registration on Form S-4 relating solely to a transaction or transactions described in SEC Rule 145, or a registration relating solely to employee benefit plans), or within one hundred eighty (180) days immediately following the effective date of any registration statement pertaining to an underwritten public offering of Common Stock of the Company pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed2;
(CG) if If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders shareholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 ninety (90) days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in once as to each of the aggregate in any 12-month periodHolders of Group 1 Registrable Securities and the Holders of Group 2 Registrable Securities; providedor
(H) If more than fifty percent (50%) of the Registrable Securities requested to be registered by Initiating Holders' group (i.e., furtherGroup 1 or Group ---- 2) are withdrawn from such registration. Subject to the foregoing clauses (A) through (H), that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in file a registration statement covering the sale Registrable Securities so requested to be registered as soon as practicable after receipt of the Registrable Securities; request or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date requests of the initial firm commitment underwritten public offering of the Company’s securitiesInitiating Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Unifi Communications Inc)
Demand for Registration. If the Company shall receive from one (1) or more of the Sponsor Holders (such Sponsor Holders, the “Demand Initiating Holders Sponsor Holders”) a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding held by such Sponsor Holders having a reasonably anticipated net aggregate offering price (other than a registration on Form S-3 or any related form after deduction of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof)underwriter commissions and offering expenses) of at least $25,000,000, the Company will:
(i) promptly (but in any event within 10 daysten (10) days after the date a Registration Statement for such Demand Registration is initially filed) give written notice of the proposed registration to all other Holders; and
(ii) use its reasonable best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Demand Initiating Sponsor Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such demand as are specified in a written demand received by the Company within 15 ten (10) days after such written notice is given, ; provided that the Company shall not be obligated to take file any action to effect any such registration Registration Statement or other disclosure document pursuant to this Section 1.2:
2.2 (A) in any particular jurisdiction in which the Company would but shall be required obligated to execute a general consent continue to service of process in effecting prepare such registration, qualification Registration Statement or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(Cother disclosure document) if the Company shall furnish to the Demand Initiating Sponsor Holders and any other Sponsor Holder participating in such Holders Demand Registration (collectively, the “Demand Participating Sponsor Holders”) a certificate signed by the Chief Executive Officer or equivalent senior executive of the Company, stating that in the good faith judgment filing or effectiveness of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement would require the Company to be filed at the date filing would be requiredmake an Adverse Disclosure, in which case the Company shall have an additional period or periods (each, a “Demand Delay”) of not more than 90 sixty (60) days (or such longer period as may be mutually agreed upon by the Demand Participating Sponsor Holders) within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for exercise more than 90 days two (2) Demand Delays pursuant to this Section 2.2(a)(ii) and Shelf Suspensions pursuant to Section 2.1(c) in the aggregate, or aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that Demand Delays pursuant to this Section 2.2(a)(ii) and Shelf Suspensions pursuant to Section 2.1(c) of any other stockholder during such more than ninety (90) day period other than pursuant days, in each case, during any twelve-month (12) month period. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to a registration relating above and its contents for the permitted duration of the Demand Delay or until otherwise notified by the Company, except (A) in the case of any Holder, for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) in the case of the Sponsor Holders, for disclosures to the sale extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by law. In the case of securities a Demand Delay, the Holders agree to employees suspend use of the Company applicable Prospectus and any Free Writing Prospectus for the permitted duration of such Demand Delay in connection with any sale or a subsidiary pursuant purchase of, or offer to a stock option, stock sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. The Company shall immediately notify the Holders upon the termination of any Demand Delay, and (i) in the case of a Registration Statement that has not been declared effective, shall promptly thereafter file the Registration Statement and use its reasonable best efforts to have such Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Registration Statement, shall amend or similar plan; a registration on supplement the Prospectus and any form that Free Writing Prospectus, if necessary, so it does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; contain any material misstatement or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) omission prior to the date six (6) months after the effective date expiration of the initial firm commitment underwritten public offering Demand Delay and furnish to the Holders such numbers of copies of the Company’s securitiesProspectus and any Free Writing Prospectus as so amended or supplemented as the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the Registration Statement if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Demand Participating Sponsor Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (SMART Global Holdings, Inc.)
Demand for Registration. If In case the Company shall receive from Initiating Holders a written demand request that the Company effect any registration registration, qualification or compliance with respect to not less than forty (a “Demand Registration”40) percent of the Registrable Securities then outstanding (other than a registration on Form S-3 shares of Preferred Stock or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof)Conversion Stock, the Company will:
(i) a. promptly (but in any event within 10 days) give written notice of the proposed registration registration, qualification or compliance to all other Holders; and
(ii) effect such registration b. as soon as practicable practicable, use its best efforts to effect such registration, qualification or compliance (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) as may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demandrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand request as are specified in a written demand request received by the Company within 15 twenty (20) days after receipt of such written notice is givenfrom the Company; provided, provided however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.2:5(a):
(A1) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B2) Prior to the earlier of June 2, 1999 or six months after the effective date of the Company's first bona fide, firm commitment underwriting pursuant to a registration statement filed pursuant to the Securities Act, the public offering price of which is not less than $9.00 per share (adjusted to reflect subsequent stock dividends, stock splits, combinations or other recapitalizations) and the proceeds thereof (net of underwriting commissions and offering expenses) equal or exceed $18,000,000;
(3) If the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request;
(4) During the period starting with the date of filing of, and ending on the date 180 days immediately following the effective date of, any registration statement pertaining to securities of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(5) After the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed5(a)(i);
(C6) if Within twelve (12) months after the Company has effected such a registration pursuant to this Section 5(a)(i); or
(7) If the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer President of the Company, Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”"Board") it would be seriously detrimental to the Company and or its stockholders shareholders for such Registration Statement a registration statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which Company's obligation to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.best efforts to
Appears in 1 contract
Demand for Registration. (a) If the Company shall receive from Initiating Holders at any time, a written demand request (a “Demand Request”) from GICo (and following the Distribution, GAP or OH) (the Shareholder making any such written request, the “Demand Shareholder”) that the Company effect any file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price in excess of $75 million (a “Demand Registration”) ), then the Company shall, subject to Section 4.01(e), and, provided, that the Demand Shareholder, at the time of delivery of the Registrable Securities then Demand Request, holds not less than 5% of the outstanding (other than a registration on Form S-3 or any related form Common Shares of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company willCompany:
(i) promptly (but as soon as practicable, and in any event within 10 dayssixty (60) give written notice days of the proposed receipt of such Demand Request, file a registration statement under the Securities Act covering all Registrable Securities which the Demand Shareholder requests to all other Holdersbe registered, subject to Section 4.03; and
(ii) effect use its reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable practicable.
(b) If the Demand Shareholder intends to distribute the Registrable Securities covered by the Demand Request by means of an underwriting, the Demand Shareholder shall so advise the Company as a part of the Demand Request made pursuant to Section 4.01(a). The underwriter for such Demand Registration will be a nationally recognized investment bank selected by the Company with the approval of the Demand Shareholder (which approval shall not be unreasonably withheld, delayed or conditioned) and as will permit or facilitate the sale and distribution of all or such portion terms of such Initiating Holders’ Demand Registration shall be subject to Section 4.03. Within three (3) Business Days after (x) the receipt of a request for a Demand Registration from the Demand Shareholder or (y) the receipt of a written request from an Affiliate of General Electric Company that is a holder of more than 5% of the outstanding Common Shares of the Company that the Company file a registration statement under the Securities Act covering the registration of Common Shares with an anticipated aggregate offering price in excess of $75 million pursuant to that certain Registration Rights Agreement, dated as of June 6, 2011, between GECM and the Company (the “GE Agreement”), the Company shall (i) give written notice thereof to each other Shareholder holding Registrable Securities as are specified (other than the Demand Shareholder which has requested a registration under Section 4.01(a)) and (ii) subject to Section 4.03, include in such demand, together with registration statement all or such portion of the Registrable Securities of any Holder or Holders joining in held by such demand as are specified in Shareholders from whom the Company has received a written demand received request for inclusion therein within five (5) Business Days of the receipt by the Company within 15 days after such Shareholders of such written notice is givenreferred to in clause (i) above. Each such request by such Shareholders shall specify the number of Registrable Securities proposed to be registered. The failure of any such Shareholder to respond within such five (5) Business Day period referred to in clause (ii) above shall be deemed to be a waiver of such Shareholder’s rights under this Section 4.01(b). Any Shareholder holding Registrable Securities may waive its rights under this Article IV prior to the expiration of such five (5) Business Day period by giving written notice to the Company, provided that with a copy to the Demand Shareholder.
(c) The Company shall not be obligated to take any action to effect any such registration pay the Registration Expenses of a Demand Request pursuant to this Section 1.2:
4.01 if Registrable Securities shall have been sold pursuant to a Demand Registration (Aor a Demand Registration shall have become effective) in any particular jurisdiction in which the Company would twelve (12) month period prior to the receipt of such Demand Request but such Registration Expenses shall instead be required to execute a general consent to service borne by the holders of process in effecting such registration, qualification or compliance unless the Company is already subject to service Registration Securities participating in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations Demand Registration pursuant to this Section 1.24.01(b), and pro rata based on the sales number of the shares of Common Stock under Registrable Securities sold by such registration have closed;
(C) if holder thereof and the Company shall furnish be promptly reimbursed (by wire transfer) by such holders for any such out-of-pocket Registration Expenses incurred by the Company upon the submission of invoices for such expenses by the Company to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statementholders; provided, however, that if the effective date of any such subsequent Demand Registration is reasonably likely to occur outside of such twelve (12) month period, the Company’s obligations hereunder to prepare a registration statement and to pay the associated Registration Expenses shall continue, but the Company shall not use this right in any event become obligated to delay pay the Registration Expenses associated with such registration statement unless it is declared effective after the expiration of such twelve (12) month period. For the purposes of such limitation, the Company’s compliance with its obligations under Section 4.12 in the case of an Underwritten Shelf Take-Down (as defined below) shall be deemed to be a Demand Registration.
(d) [Reserved].
(e) If the Board, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would or would be reasonably likely to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction or negotiation involving the Company or otherwise require premature disclosure of information, including financial information, that would be materially disadvantageous to the Company (a “Valid Business Reason”), the Company may postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than 90 days in the an aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day days in any twelve (12) month period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included and in case a registration statement covering has been filed relating to a Demand Registration, the sale Company, upon the approval of a majority of the Registrable SecuritiesBoard, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement; provided, however, that, in the event of such withdrawal or termination, the Company shall pay all reasonable out-of-pocket costs and expenses of the Demand Shareholder whether or not such costs and expenses are covered by Section 4.05. If a registration statement shall be effective at the time the Company postpones, withdraws or terminates it, the Demand Shareholder shall immediately cease to use any prospectus contained therein upon receipt of notice from the Company in which compliance with Section 4.11. The Company shall give written notice of its determination to postpone or withdraw a registration statement and, if the only Common Stock being registered is Common Stock issuable upon conversion Valid Business Reason for such postponement or withdrawal no longer exists, of debt securities that are also being registered; or
(D) prior such fact, in each case, promptly after the occurrence thereof. Notwithstanding anything to the date six contrary contained herein, the Company may not postpone or withdraw a filing under this Section 4.01(e) more than once in any twelve (612) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesmonth period.
Appears in 1 contract
Sources: Shareholder Agreement (Genpact LTD)
Demand for Registration. If (a) Subject to the Company Holder's right to convert the Debenture under the Loan Agreement, the Borrower hereby agrees to register, subject to the terms and conditions set forth herein, all or any portion of the Registrable Securities at any time it shall receive from Initiating Holders a written demand that request from the Company effect any registration Holders of at least fifty percent (a “Demand Registration”50%) of the Registrable Securities then outstanding Then Outstanding (other than or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $1,000,000) that the Borrower file a registration on Form S-3 or any related form statement under the 1933 Act covering the registration of registration statement or any foreign equivalent should at least a majority of the Registrable Securities be listed on an exchange outside the United StatesThen Outstanding. The Borrower shall, such a request being provided for under Section 1.9 hereof)within 20 days of its receipt thereof, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration such request to all other Holders; and
(ii) Holders of record of Registrable Securities. The Holders of said Registrable Securities shall then have 15 days from the date of mailing of such notice by the Borrower to request that all or a portion of their respective Registrable Securities be included in said registration. The Borrower hereby agrees, subject to the limitations hereof, to use its best lawful efforts to effect such registration as soon as practicable reasonably possible, and in any event (if legally possible, and as will permit or facilitate allowed by the sale SEC, and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion if no factor outside the Borrower's reasonable control prevents it) within 150 days of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date receipt of the initial firm commitment underwritten public offering written registration request, to effect the registration under the 1933 Act of all Registrable Securities which the Company’s securitiesHolders thereof (the "Initiating Holders") have requested.
Appears in 1 contract
Sources: Convertible Debenture Loan Agreement (Packaging Research Corp)
Demand for Registration. If The Holders may, at their option, at any time after the date hereof, require the Company shall receive from Initiating Holders to use its best efforts to effect a written demand that registration of Registrable Securities under the Company effect any registration Securities Act (a “the "Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof"), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that (i) the Company shall not use this right be required to delay effect such Demand Registration unless the filing Company is requested to do so with respect to Registrable Securities having a Market Value of not less than $30,000,000; (ii) at its option, the Company shall not be required to effect such registration prior to three (3) months immediately following the date on which an underwritten public offering of equity securities (pursuant to an effective registration statement under the Securities Act) is commenced, if such public offering is commenced prior to the date of a request for more than 90 days in the aggregate in any 12-month periodDemand Registration; provided, further, that that, if in the opinion of an independent investment banking firm of national reputation such registration, if not deferred, materially and adversely would affect a proposed business or financial transaction of substantial importance to the Company's financial condition, the Company may defer such registration for a single period (specified in such notice) of not more than 120 days; and (iii) the Company shall not register any securities for be required to use its own account or that best efforts to effect a registration of any other stockholder during Registrable Securities under this Section 2 more than three times. At the election of Holders requesting a Demand Registration, such ninety registration statement shall be filed under Rule 415 promulgated under the Securities Act (90a "Resale Registration Statement"), and the Company shall use its best efforts to keep a Resale Registration Statement continuously effective until the earlier of four (4) day period other years and the date on which there are no more Registration Securities unsold thereunder. The Company shall promptly cause a Resale Registration Statement to be amended to remove a Holder's Registrable Securities upon notice to the Company from such Holder. The Company shall not be required to file and effect more than one (1) Resale Registration Statement pursuant to this Section 2(a). If, after a registration relating Demand Registration becomes effective, the offering of securities thereunder is or becomes subject to any stop order, injunction or other order or requirement of the Commission that prevents or limits the sale of securities thereunder for a period of more than five (5) Business Days, then such Demand Registration shall be deemed not to employees have been effected for purposes of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesthis Section 2(a).
Appears in 1 contract
Demand for Registration. If the Company shall receive from Initiating Holders a written demand (a "DEMAND REGISTRATION") that the Company effect any registration of at least twenty percent (a “Demand Registration”20%) of the Registrable Securities then outstanding of such Initiating Holders (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 1.3 hereof), the Company willshall:
(i) promptly (but in any event within 10 daysten (10) days give written notice of the proposed registration to all other Holders; and
(ii) use its diligent best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 thirty (30) days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) prior to two (2) years from the date hereof;
(B) if within thirty (30) days of Company's receipt of such a written demand, Company shall furnish to such Holders a certificate signed by the President of Company, stating that in the good faith judgment of the Board, Company will file a Registration Statement for a public offering of Company's securities within ninety (90) days, provided that Company actively employs in good faith all reasonable efforts to cause such Registration Statement to become effective and that Company's estimate of the date of filing such Registration Statement is made in good faith. Notwithstanding the foregoing, nothing herein shall restrict, prohibit, or limit in any way, a Holder's ability to exercise its registration rights under Section 1.4 hereof.
(C) if Company shall furnish to such Holders a certificate signed by the President of Company, stating that in the good faith judgment of the Board it would be seriously detrimental to Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case Company shall have an additional period of not more than ninety (90) days within which to file such Registration Statement; PROVIDED, HOWEVER, that Company shall not use this right more than twice in any twelve (12)-month period;
(D) during the period commencing on the date a public offering of the Common Stock by the Company is approved by the Securities and Exchange Commission and ending ninety (90) days after such date;
(E) after Company has effected an aggregate of three (3) such registrations pursuant to this Section 1.2 and the sale of Registrable Securities under such registrations have closed;
(F) in any registration having an aggregate offering price (before deduction of underwriting discounts and expenses of sale) of less than Fifteen Million Dollars ($15,000,000); or
(G) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 1 contract
Demand for Registration. If the Company shall receive ----------------------- from Initiating Holders a written demand that the Company effect any registration (a “"Demand Registration”") of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 2.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.22.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, 2.2 and the sales of the shares of Common Stock under such registration registrations have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 180 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the earlier of (1) the second anniversary of the date six of this Agreement or (62) months the date 180 days after the effective date of the initial firm commitment underwritten public offering of the Company’s 's securities.
Appears in 1 contract
Demand for Registration. If In the Company shall receive from Initiating Holders a written demand event that the Company effect any does not ----------------------- file a registration statement during the Piggy-Back Period or the Holders are unable to include their Registrable Securities in a registration statement filed by the Company during the Piggy-Back Period due to the limitations that may be imposed by underwriters as contemplated hereunder, upon delivery to the Company of a written request (a “the "Demand Registration”Notice") from the Holder or Holders of an aggregate of at least 51% of the Registrable Securities then outstanding and entitled to registration hereunder (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such "Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided ") demanding that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless with respect to all or a part of the Registrable Securities, the Company is already subject will, within five (5) business days of the receipt thereof, give written notice of its receipt of the Demand Notice (the "Registration Notice") to service in all Holders and shall, within sixty (60) calendar days of its receipt of such jurisdiction and except as may be required Demand Notice, file a registration statement (on a form deemed appropriate by the 1933 Act;
Company's counsel) with the Commission including all of the Registrable Securities which the Holders shall request in writing (Bgiven within twenty (20) after calendar days of receipt of the Registration Notice given by the Company has effected two (2pursuant hereto) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a such registration and the Company shall use its best efforts to cause such registration statement covering to be filed and to become effective no later than 120 calendar days after the sale receipt of such request. The demand registration rights granted pursuant hereto shall be assignable by the Registrable Securities; Holders, in whole or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior part, to the date six (6) months after extent otherwise permitted herein and subject to the effective date rights of the initial firm commitment underwritten public offering of the Company’s securitiesfirst refusal granted in Section 4.
Appears in 1 contract
Demand for Registration. (i) If the Company shall receive from Initiating Holders a written demand that at any time after three months after the Company effect any registration (a “Demand Registration”) effective date of the Registrable Securities then outstanding first registration statement for a public offering of its securities (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to an employee stock plan), a stock optionwritten request from the holder that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities then outstanding, stock purchasethen the Company shall, subject to the limitations of subsection 3(b)(ii) and 3(b)(iii), file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities then outstanding that the holder requests to be registered.
(ii) If the holder intends to distribute the Registrable Securities covered by its request by means of an underwritten offering, the holder shall so advise the Company as a part of its request made pursuant to this Section 3(b). The holder shall (together with the Company as provided in subsection 3(d)(v)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the holder, which underwriter or underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3(b), if the underwriter advises the holder in writing that marketing factors require (i) a limitation of the number of shares to be underwritten, or similar plan; (ii) a delay in the registration on any form of the Registrable Securities covered by the holder's request not to exceed 180 days after receipt of the holder's request, then (i) the number of shares of Registrable Securities that does not include substantially the same information as would be required to may be included in a the underwriting shall be reduced to the number permitted by the underwriter, or (ii) the registration statement covering the sale of the Registrable Securities; or Securities covered by the holder's request will be deferred for such a registration period of time not to exceed 180 days after receipt of the holder's request, as determined by the underwriter in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; orits reasonable best judgment.
(Diii) prior Notwithstanding the foregoing, if the Company shall furnish to the date six (6) months after the effective date holder a certificate signed by an authorized officer of the initial firm commitment underwritten public offering Company stating that it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed or that to file such registration statement at such time would require the disclosure of an event or fact that would have a material adverse effect on the business, operations or prospects of the Company’s securities, then the Company shall have the right to defer such filing for a period of not more than 180 days after receipt of the request of the holder referred to in Section 3(b)(i) above.
Appears in 1 contract
Demand for Registration. (a) If the Company shall receive from Initiating Holders receive, at any time after a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of a registration statement for the initial firm commitment underwritten public offering Initial Public Offering, a written request from either (i) the Management of the Company’s securitiesCompany (a "Management Demand Registration"), or (ii) the Holders of thirty-three percent (33%) of the Registrable Securities Then Outstanding (an "Investor Demand Registration") that the Company file a registration statement under the Securities Act covering the registration of the shares of Registrable Securities that are the subject of such request (a "Demand Registration"), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders of Registrable Securities and shall, subject to the limitations of Sections 7.2(d) and (e), use its best efforts to effect as soon as practicable the registration under the Securities Act in accordance with Section 7.4 hereof of all Registrable Securities which all of the Holders request be registered within forty-five (45) days after the mailing of such notice by the Company in accordance with Section 8.6. Management Holders shall have piggy-back registration rights with respect to any Investor Demand Registration, and non-Management Holders shall have piggy-back registration rights with respect to any Management Demand Registration, in each case subject to the provisions of paragraph (b), below.
(b) If such Holders initiating a Demand Registration (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 7.2, and the Company shall include such information in the written notice referred to in Section 7.2(a). In such event, the right of any Holder to include his securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 7.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 7.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such securities that may be included in the underwriting shall be allocated (x) first among all of the respective Holders thereof who requested the Demand Registration, including the Initiating Holders, whose shares are to be included in such registration by a pro rata allocation, and then (y) among any other persons, if any, exercising piggy-back rights (including Management, in the case of an Investor Demand Registration, or non-Management Holders, in the case of a Management Demand Registration, as the case may be) by a pro rata allocation.
(c) The Company shall be obligated to effect only two (2) Investor Demand Registrations under this Section 7.2, and only one (1) Management Demand Registration under this Section 7.
Appears in 1 contract
Sources: Common Stock and Warrant Unit Purchase Agreement (PRT Group Inc)
Demand for Registration. If the Company shall receive from Initiating Holders a written demand (a "Demand Registration") that the Company effect any registration (a “Demand Registration”) under the 1933 Act of all or part of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United StatesRegistration Statement, such a request being provided for under Section paragraph 1.9 hereof), ) the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its diligent best efforts to effect such registration as soon as practicable as may be so demanded and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 30 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration registration, pursuant to this Section paragraph 1.2:
(A) in Within 120 days immediately following the effective date of any particular jurisdiction in which registration statement pertaining to an underwritten public offering of securities of the Company would be required for its own account (other than a registration on Form S-4 relating solely to execute an SEC Rule 145 transaction, or a general consent registration relating solely to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Actemployee benefit plans);
(B) after After the Company has effected an aggregate of two (2) such registrations pursuant to this Section 1.2, paragraph 1.2 and the sales of the shares of Common Stock under such registration registrations have closed;
(C) if If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board board of Directors directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders shareholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate once in any 12-twelve month period; provided, further, that ;
(D) If the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating proposed aggregate offering price to the sale of securities to employees public of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required Registrable Securities to be included in a the registration statement covering by all Holders is less than (i) $5,000,000 in the sale case of the Registrable Securities; Company's initial public offering, or a registration (ii) $2,000,000 in which the only Common Stock being registered is Common Stock issuable upon conversion case of debt securities that are also being registeredany subsequent registration; or
(DE) prior Prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesAugust 1, 1990.
Appears in 1 contract
Sources: Registration Rights Agreement (Kofax Image Products Inc)
Demand for Registration. (a) If the Company shall receive from Initiating Holders at any time after the date which is one hundred eighty (180) days after the date of the Company’s Qualified Initial Public Offering (or one hundred fifty (150) days after such date if a Lock Up Waiver has been received), a written demand request (a “Demand Request”) from GE or GICo or a group consisting of GE and GICo (GE or GICo, or a group consisting of GE and GICo, making any such written request, the “Demand Shareholder”) that the Company effect any file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price in excess of $50 million (a “Demand Registration”) ), then the Company shall, subject to Section 4.01(e), and, provided, that the Demand Shareholder (or each of GE and GICo, if acting as a group for such purpose), as the case may be, at the time of delivery of the Registrable Securities then Demand Request, holds not less than 5% of the outstanding (other than a registration on Form S-3 or any related form Common Shares of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company willCompany:
(i) promptly (but as soon as practicable, and in any event within 10 dayssixty (60) give written notice days of the proposed receipt of such Demand Request, file a registration statement under the Securities Act covering all Registrable Securities which the Demand Shareholder requests to all other Holdersbe registered, subject to Section 4.03; and
(ii) effect use its reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable practicable.
(b) If the Demand Shareholder intends to distribute the Registrable Securities covered by the Demand Request by means of an underwriting, the Demand Shareholder shall so advise the Company as a part of the Demand Request made pursuant to Section 4.01(a). The underwriter for such Demand Registration will be a nationally recognized investment bank selected by the Company with the approval of GE and as will permit GICo (which approval shall not be unreasonably withheld, delayed or facilitate conditioned) and the sale and distribution of all or such portion terms of such Initiating Holders’ Registrable Securities as are specified Demand Registration shall be subject to Section 4.03. Within ten (10) days after the receipt of a request for a Demand Registration from the Demand Shareholder, the Company shall (i) give written notice thereof to each other Shareholder (other than the Demand Shareholder which has requested a registration under Section 4.01(a)) and (ii) subject to Section 4.04, include in such demand, together with Demand Registration all or such portion of the Registrable Securities of any Holder or Holders joining in held by such demand as are specified in Shareholders from whom the Company has received a written demand received request for inclusion therein within twenty (20) days of the receipt by the Company within 15 days after such Shareholders of such written notice is givenreferred to in clause (i) above. Each such request by such Shareholders shall specify the number of Registrable Securities proposed to be registered. The failure of any Shareholder to respond within such twenty (20) day period referred to in clause (ii) above shall be deemed to be a waiver of such Shareholder’s rights under this Article IV with respect to such Demand Registration. Any Shareholder may waive its rights under this Article IV prior to the expiration of such twenty (20) day period by giving written notice to the Company, provided that with a copy to the Demand Shareholder.
(c) Subject to Section 4.01(d), the Company shall not be obligated to take any action to effect any such registration Demand Request pursuant to this Section 1.2:
4.01 if Registrable Securities shall have been sold pursuant to a Demand Registration (Aor a Demand Registration shall have become effective) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
twelve (B12) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental month period prior to the Company and its stockholders for receipt of such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration StatementDemand Request; provided, however, that if the effective date of any such subsequent Demand Registration is reasonably likely to occur outside of such twelve (12) month period, the Company’s obligations hereunder to prepare a registration statement shall continue, but the Company shall not in any event become obligated to cause such registration statement to be declared effective prior to the expiration of such twelve (12) month period.
(d) If, within the 15 month period that commences one hundred and eighty (180) days after the date of the Qualified Initial Public Offering (or one hundred fifty (150) days after such date if a Lock Up Waiver has been received) (such period the “Initial Fifteen Months”), a Demand Registration shall have become effective and the Company receives a Demand Request (the “second Demand Request”) for a second Demand Registration during the Initial Fifteen Months, the Company shall prepare and file a registration statement for the relevant Registrable Securities for such second Demand Registration and the provisions of this Article IV shall apply except that (i) the Company shall use its reasonable best efforts to file such registration statement within forty five (45) days of such Demand Request and (ii) all out of pocket fees, costs and expenses that would be payable by the Company in accordance with Section 4.05 (but excluding internal expenses referred to therein) shall not be payable by the Company and shall be payable by Shareholders including Registrable Securities in such registration statement pro rata in accordance with their respective amounts of Registrable Securities so included even if such second Demand Request could have been made pursuant to Section 4.01(c). If such a second Demand Request is made within the Initial Fifteen Months and the Company subsequently receives a Demand Request (the “third Demand Request”) on a date which is less than twelve months following the date of such sale of Registrable Securities, the Company shall be obligated to effect such third Demand Request even if it would not be so obligated pursuant to Section 4.01(c); provided, that, such third Demand Request is received not less than four months following the date on which the sale of all of the Common Shares pursuant to the Registration Statement for such second Demand Request was completed (or, if earlier, the date such Registration Statement for such second Demand Request is withdrawn, abandoned or otherwise ceases to be effective). The provisions of the first sentence of this right Section 4.01(d) shall apply to delay any such third Demand Request.
(e) If the Board, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would or would be reasonably likely to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction or negotiation involving the Company or otherwise require premature disclosure of information, including financial information, that would be materially disadvantageous to the Company (a “Valid Business Reason”), the Company may postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than 90 days in the an aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day days in any twelve (12) month period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included and in case a registration statement covering has been filed relating to a Demand Registration, the sale Company, upon the approval of a majority of the Registrable SecuritiesBoard, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement; provided, however, that, in the event of such withdrawal or termination, the Company shall pay all reasonable out-of-pocket costs and expenses of the Demand Shareholder whether or not such costs and expenses are covered by Section 4.05. If a registration statement shall be effective at the time the Company postpones, withdraws or terminates it, the Demand Shareholder shall immediately cease to use any prospectus contained therein upon receipt of notice from the Company. The Company shall give written notice of its determination to postpone or withdraw a registration statement and, if the Valid Business Reason for such postponement or withdrawal no longer exists, of such fact, in which each case, promptly after the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior occurrence thereof. Notwithstanding anything to the date six contrary contained herein, the Company may not postpone or withdraw a filing under this Section 4.01(e) more than once in any twelve (612) months after month period, except that, if the effective date of Company is otherwise obligated to prepare and file a registration statement more than once during any twelve (12) month period referred to in Section 4.01(d), the initial firm commitment underwritten public offering of the Company’s securities.Company may, postpone or withdraw a filing a second time within such
Appears in 1 contract
Sources: Shareholders Agreement (Genpact LTD)
Demand for Registration. If the Company shall receive from Initiating Holders at any time or times following the Company's initial registered public offering of its Common Stock with the Commission a written demand request that the Company effect any registration (with respect to all or a “Demand Registration”) part of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof)Securities, the Company will:
(i) : [a] promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) and [b] as soon as practicable, use its best efforts to effect such registration as soon as practicable (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act and any other governmental requirements or regulations) and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demandrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand request as are specified in a written demand request received by the Company within 15 thirty (30) business days after such written notice from the Company is given, provided that the mailed or delivered. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration pursuant to this Section 1.2:
(A) in 3.1: [i] In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B) after ; [ii] After the Company has effected initiated two (2) such registrations pursuant to this Section 1.23.1 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold); [iii] During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the sales of effective date of, a Company-initiated registration; provided that the shares of Common Stock under Company is actively employing in good faith all reason able efforts to cause such registration have closed;
(C) if statement to become effective; [iv] If the Company shall furnish to Initiating Holders do not request that such Holders a certificate signed offering be firmly underwritten by underwriters selected by the Chief Executive Officer Initiating Holders (subject to the consent of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would which consent will not be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredunreasonably withheld); or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 1 contract
Sources: Convertible Preferred Stock Registration Rights Agreement (High Speed Access Corp)
Demand for Registration. If (a) Subject to the Company Holder's rights to convert all or part of the Debentures, the Borrower hereby agrees to register, subject to the terms and conditions set forth herein, all or any portion of the Registrable Securities at any time it shall receive from Initiating Holders a written demand that request from the Company effect any registration Holders of at least fifty percent (a “Demand Registration”50%) of the Registrable Securities then outstanding Then Outstanding (other than or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $1,000,000) that the Borrower file a registration on Form S-3 or any related form statement under the 1933 Act covering the registration of registration statement or any foreign equivalent should at least a majority of the Registrable Securities be listed on an exchange outside the United StatesThen Outstanding. The Borrower shall, such a request being provided for under Section 1.9 hereof)within 20 days of its receipt thereof, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration such request to all other Holders; and
(ii) Holders of record of Registrable Securities. The Holders of said Registrable Securities shall then have 15 days from the date of mailing of such notice by the Borrower to request that all or a portion of their respective Registrable Securities be included in said registration. The Borrower hereby agrees, subject to the limitations hereof, to use its best lawful efforts to effect such registration as soon as practicable reasonably possible, and in any event (if legally possible, and as will permit or facilitate allowed by the sale SEC, and distribution if no factor outside the Borrower's reasonable control prevents it) within 150 days of the receipt of the initial written registration request, to effect the registration under the 1933 Act of all or such portion of such Registrable Securities which the Holders thereof (the "Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of ") have requested.
(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of any Holder or Holders joining in such demand an underwriting, they shall so advise the Borrower as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service part of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.their request made pursuant
Appears in 1 contract
Sources: Convertible Loan Agreement (Integrated Security Systems Inc)
Demand for Registration. If (a) At any time after the Holders acquire the Shares, the Holders (the "INITIATING HOLDERS") of at least 20% of the Registrable Stock (the "MINIMUM DEMAND AMOUNT") may demand in a written notice (the "DEMAND NOTICE") that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Stock held by such Initiating Holders in the manner specified in the Demand Notice, PROVIDED that the amount of Registrable Stock included in such registration shall be equal to at least the Minimum Demand Amount. Following receipt of a Demand Notice, the Company shall receive from Initiating provide written notification of such Demand Notice to all other Holders a written demand that the Company effect any registration within twenty (a “Demand Registration”20) days of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof)receipt thereof. Thereafter, the Company willshall use its reasonable best efforts to cause the prompt registration under the Securities Act of all Registrable Stock with respect to which registration has been demanded pursuant to the Demand Notice. The Company shall also use its reasonable best efforts to cause the prompt registration under the Securities Act of all Registrable Stock with respect to which all other Holders have made a demand for registration (such demand having been made no later than fifteen (15) days after the Company has given notice of its receipt of the Demand Notice from the Initiating Holders).
(b) If the Initiating Holders intend to have the Registrable Stock distributed by means of an underwritten offering, the Company shall include such information in the written notice to all other Holders referred to in Section 3(a). In such event, the right of any Holder to include its Registrable Stock in such registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Stock in the underwritten offering (unless otherwise mutually agreed upon by a majority in interest of the Initiating Holders and such Holder) on the terms provided below. All Holders proposing to distribute Registrable Stock through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of the Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld, PROVIDED that (i) all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Registrable Stock, (ii) any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Registrable Stock, and (iii) no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriter. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Stock by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Stock so withdrawn shall also be withdrawn from registration. If, as a result of such withdrawal, the amount of Registrable Stock to be included in the offering is less than the Minimum Demand Amount, the Company shall not be required to proceed with such offering.
(c) Notwithstanding any provision of this Agreement to the contrary:
(i) promptly the Company shall not be required to effect a registration pursuant to this Section 3 during the period starting with the date of filing by the Company of, and ending on a date one hundred twenty (but in any event within 10 days120) give written notice days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the proposed Company or on behalf of the Holders under any other registration rights agreement which the Holders have been entitled to join pursuant to Section 4; PROVIDED that the Company shall actively employ in good faith all other Holdersreasonable efforts to cause such registration statement to become effective as soon as possible; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer president of the Company, Company stating that in the good faith judgment opinion of the Board board of Directors directors of the Company (the “Board of Directors”) it such registration would be seriously detrimental to interfere with any material transaction then being pursued by the Company and (a "DELAY NOTICE"), then the Company's obligation to use its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which reasonable best efforts to file such Registration Statementregistration statement shall be deferred for a period not to exceed one hundred and twenty (120) days (the "DELAY PERIOD"); provided, however, PROVIDED that (i) any Delay Period shall earlier terminate upon public disclosure of any such material transaction and (ii) in no event may the Company furnish more than one Delay Notice to the Holders during any twelve (12) month period.
(d) The Company shall not use this right be obligated to delay the filing effect and pay for more than 90 days in the aggregate in any 12-month periodtwo registrations pursuant to this Section 3; provided, further, PROVIDED that the Company a registration demanded pursuant to this Section 3 shall not register be deemed to have been effected for purposes of this Section 3(d) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 6(a) and (iii) the offering of Registrable Stock pursuant to such registration is not subject to any securities for its own account stop order, injunction or that other order or requirement of any other stockholder during such ninety the SEC (90) day period other than pursuant to a registration relating to the sale of securities to employees any such stop order, injunction, or other requirement of the Company SEC prompted by any act or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale omission of the Holders of Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesStock).
Appears in 1 contract
Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any a registration (of all or a “Demand Registration”) part of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, held by such a request being provided for under Section 1.9 hereof)Initiating Holders, the Company will:
(i) promptly (but in any event within 10 days) give each other Holder written notice of the proposed registration to all other Holdersthereof; and
(ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other applicable governmental requirements or regulations) as soon as practicable may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is givenrequest pursuant to Section 3.1(a)(ii); PROVIDED, provided that HOWEVER, the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3.2:
(A) Prior to one hundred eighty (180) days after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration statement relating solely to employee stock option, stock purchase or similar plans, a registration relating solely to an SEC Rule 145 transaction, or a registration on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities);
(B) Unless, after the Company gives the notice specified in Section 3.2(a)(i), the Holders propose to sell a number of shares of Registrable Securities having an aggregate proposed offering price of at least $10,000,000;
(C) After the Company has effected one (1) such registration pursuant to this Section 1.2:3.2, pursuant to which all of the Registrable Securities included in such registration have been sold; or
(AD) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
. Subject to the foregoing clauses (BA) after through (D), the Company has effected two (2) such registrations pursuant shall file a registration statement covering the Registrable Securities so requested to this Section 1.2be registered as soon as practicable; PROVIDED, and the sales of the shares of Common Stock under such registration have closed;
(C) HOWEVER, that if the Company shall furnish to such Holders the Initiating Holder(s) a certificate signed by the Chief Executive Officer CEO or the President of the Company, Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement registration statement to be filed at the date filing would be requiredrequired hereunder and that it is therefore essential to defer the filing of such registration statement, in which case the Company shall have an additional period or periods of not more than 90 days within which Company's obligation to use its diligent best efforts to file such Registration Statementa registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the demand from the Initiating Holders; provided, however, PROVIDED FURTHER that the Company shall not use this exercise such right to delay the defer a filing for more often than 90 days in the aggregate once in any twelve (12-) month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 1 contract
Demand for Registration. If the Company shall receive from ----------------------- Initiating Holders a written demand that the Company effect any registration (a “"Demand Registration”") of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 2.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.22.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, 2.2 and the sales of the shares of Common Stock under such registration registrations have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 180 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the earlier of (1) the second anniversary of the date six of this Agreement or (62) months the date 180 days after the effective date of the initial firm commitment underwritten public offering of the Company’s 's securities.
Appears in 1 contract
Demand for Registration. If The Advisor may, at its option, at any time after termination, require the Company shall receive from Initiating Holders to use its reasonable efforts to effect a written demand that registration of Restricted Securities under the Company effect any registration Securities Act (a “the "Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States"); PROVIDED, such a request being provided for under Section 1.9 hereof)however, the Company will:
that (i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action required to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance Demand Registration unless the Company is already subject requested to service in such jurisdiction and except as may do so with respect to Restricted Securities having a market value of not less than $1,000,000; (ii) at its option, the Company shall not be required by to effect such registration prior to three (3) months immediately following the 1933 date on which an underwritten public offering of equity securities (pursuant to an effective registration statement under the Securities Act;
) is commenced, if such public offering is commenced prior to the date of a request for the Demand Registration; and (Biii) after the Company has effected two (2) such registrations pursuant shall not be required to use its reasonable efforts to effect a registration of Restricted Securities under this Section 1.217(a) more than two times or, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish is eligible to such Holders a certificate signed register the Restricted Stock on Form S-3 (or any successor Form which incorporates by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to reference information about the Company and its stockholders for such business) three times. If, after a Demand Registration Statement becomes effective, the offering of securities thereunder is or becomes subject to be filed at any stop order, injunction or other order or requirement of the date filing would be required, in which case Securities and Exchange Commission (the Company shall have an additional period "SEC") that prevents or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to limits the sale of securities thereunder for a period of more than five (5) Business Days, then such Demand Registration shall be deemed not to employees have been effected for purposes of this Section 17(a). If the Company or a subsidiary pursuant to a stock optionoffering is underwritten, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would underwriter must be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior reasonably acceptable to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 1 contract
Sources: Advisory Agreement (America First Real Estate Investment Co Inc)
Demand for Registration. If In case the Company shall receive ----------------------- from Initiating Holders a written demand request that the Company effect any file a registration statement on Form S-1 pursuant to the Securities Act covering the registration of at least twenty-five percent (a “Demand Registration”25%) of the Registrable Securities then outstanding (other than a registration on Form S-3 outstanding, or any related form lesser number of registration statement or any foreign equivalent should shares if the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereofanticipated aggregate offering price net of underwriting discounts and commissions would exceed Ten Million Dollars ($10,000,000), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration registration, qualification or compliance to all other Holders; and
(ii) effect such registration as soon as practicable practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, filing post-effective amendments, 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) as may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demandrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand request as are specified in a written demand request received by the Company within 15 20 days after such written receipt of the notice is givendescribed in clause (i) above from the Company; provided, provided however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.25.1:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B) prior to the earlier of June 30, 2001 or six months after the effective date of the Company's first registered public offering of its stock;
(C) if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within sixty (60) days of receipt of such request, in which case Holders shall have the registration rights specified in Section 5.2 hereof subject to any limitations set forth in such Section 5.2;
(D) during the period starting with the date of filing of, and ending on the date 180 days immediately following the effective date of, any registration statement pertaining to securities of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(E) after the Company has effected two (2) three such registrations pursuant to this Section 1.25.1(a) and such registrations have been declared effective; provided, and however, that if, in any such registration, as a result of limitations -------- ------- imposed by the sales underwriters pursuant to Section 5.1(b) hereof, the Holders are required to reduce the number of shares included in such registration below 75% of the shares amount of Common Stock under Registrable Securities originally requested to be included in such registration have closedby the Holders participating in such registration, the Company shall be obligated to effect an additional registration pursuant to this Section 5.1(a);
(CF) within six (6) months after the Company has effected a registration pursuant to this Section 5.1(a); or
(G) if the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer President of the Company, Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and or its stockholders shareholders for such Registration Statement a registration statement to be filed at the date filing would be required, in which case the Company Company's obligation to use its best efforts to register, qualify or comply under this Section 5.1 shall have an additional be deferred for a period or periods of not more than to exceed 90 days within which to file such Registration Statement; providedfrom the date of receipt of written request from the Initiating Holders, however, provided that the Company shall may not use exercise this deferral right to delay the filing for more than 90 days in the aggregate in once during any twelve (12-) month period; provided. Subject to the foregoing clauses (A) through (G), further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in file a registration statement covering the sale Registrable Securities so requested to be registered as soon as practicable after receipt of the Registrable Securities; request or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date requests of the initial firm commitment underwritten public offering of the Company’s securitiesInitiating Holders.
Appears in 1 contract
Demand for Registration. If (a) On and after the date that is six (6) months from the date of this Agreement, the Holders of at least 33 1/3% of the Registrable Stock (the "Initiating Holders") may demand in a written notice that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Stock held by such Initiating Holders in the manner specified in such notice, provided that the amount of Registrable Stock included in such registration shall be equal to at least 33 1/3% (the "Minimum Demand Amount"), but not more than 50% (the "Maximum Demand Amount"), of the total Registrable Stock held by each Holder. Following receipt of any notice under this Section 3 the Company shall receive from (x) within twenty (20) days notify all other Holders of such request in writing and (y) use its reasonable efforts to cause to be registered under the Securities Act, subject to the proviso of the immediately preceding sentence, all Registrable Stock that the Initiating Holders a written demand that and such other Holders have demanded, within ten (10) days after the Company effect any registration has given such notice, be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders.
(a “Demand Registration”b) of If the Initiating Holders intend to have the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form Stock distributed by means of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof)underwritten offering, the Company willshall include such information in the written notice referred to in clause (x) of Section 3(a). In such event, the right of any Holder to include its Registrable Stock in such registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Stock in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) on the terms provided below. All Holders proposing to distribute Registrable Stock through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of the Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld, provided, that (i) all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Registrable Stock, (ii) any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Registrable Stock, and (iii) no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriter. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Stock by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Stock so withdrawn shall also be withdrawn from registration. If, as a result of such withdrawal, the amount of Registrable Stock to be included in the offering is less than the Minimum Demand Amount, the Company shall not be required to proceed with such offering.
(c) Notwithstanding any provision of this Agreement to the contrary:
(i) promptly the Company shall not be required to effect a registration pursuant to this Section 3 during the period starting with the date of filing by the Company of, and ending on a date one hundred twenty (but in any event within 10 days120) give written notice days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the proposed Company or on behalf of the selling stockholders under any other registration rights agreement which the Holders have been entitled to join pursuant to Section 4; provided that the Company shall actively employ in good faith all other Holdersreasonable efforts to cause such registration statement to become effective as soon as possible; and
(ii) effect if the Company shall determine in good faith that such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together would interfere with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received material transaction then being pursued by the Company within 15 days after such written notice is givenCompany, provided that the Company's obligation to use its reasonable efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days.
(d) The Company shall not be obligated to take any action to effect any such and pay for more than one (1) registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute 3; provided, that a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations registration demanded pursuant to this Section 1.23 shall not be deemed to have been effected for purposes of this Section 3(d) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 9(a) and (iii) the sales offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the shares of Common Stock under SEC (other than any such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer stop order, injunction, or other requirement of the Company, stating that in the good faith judgment SEC prompted by any act or omission of the Board Holders of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesStock).
Appears in 1 contract
Demand for Registration. If (a) On and after the date that is six (6) months from the date of the final prospectus (as included in a registration statement filed under the Securities Act and declared effective by the SEC) covering the shares of Class A Common Stock sold by the Company in the IPO, the Holders of the Registrable Stock (the "Initiating Holders") may demand in a written notice ------------------ that the Company file a registration statement under the Securities Act covering the registration of any or all Registrable Stock held by such Initiating Holders in the manner specified in such notice. Following receipt of any notice under this Section 2 the Company shall receive from (i) within twenty (20) days notify all other Holders, if any, of such request in writing and (ii) use its reasonable efforts to effect the registration (as set forth in Section 4) of all Registrable Stock that the Initiating Holders a and such other Holders have demanded, within ten (10) days after the Company has given such notice, be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders.
(b) If the Initiating Holders have set forth in their written demand for registration that the Company effect any registration (a “Demand Registration”) of they intend to have the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form Stock distributed by means of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof)underwritten offering, the Company willshall include such information in the written notice referred to in clause (i) of Section 2(a). In such event, the right of any Holder to include its Registrable Stock in such registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Stock in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) on the terms provided below. All Holders proposing to distribute Registrable Stock through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of the Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld, provided, that -------- (i) all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Registrable Stock, and (ii) any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Registrable Stock. If Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Stock by written notice to the Company, the managing underwriter or underwriters, and the Initiating Holders. The Registrable Stock so withdrawn shall also be withdrawn from registration.
(c) Notwithstanding any provision of this Agreement to the contrary:
(i) promptly the Company shall not be required to effect a registration pursuant to this Section 2 during the period starting with the date thirty (but in any event within 10 days30) give written notice days prior to the filing by the Company of, and ending on a date one hundred eighty (180) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the proposed Company or on behalf of selling stockholders under any other registration rights agreement which the Holders have been entitled to join pursuant to Section 3; provided that the Company shall actively employ in good -------- faith all other Holdersreasonable efforts to cause such registration statement to become effective as soon after such period as possible; and
(ii) effect if the Company shall determine in good faith that such registration as soon as practicable and as will permit would require the Company to disclose a material financing, acquisition or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received other transaction then being pursued by the Company within 15 days after and the Company shall determine in good faith that such written notice disclosure is givennot in the best interests of the Company or would interfere with such transaction, provided that the Company's obligation to use its reasonable efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days.
(d) The Company shall not be obligated to take any action to effect any such or pay for more than one (1) registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute 2; provided, that a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations -------- registration demanded pursuant to this Section 1.22 shall not be deemed to have been effected for purposes of this Section 2(d) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 4 and (iii) the sales offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction, or other order or requirement of the shares of Common Stock under such registration have closed;
(C) if SEC preventing the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer use of the Companyregistration statement (other than any such stop order, stating that in the good faith judgment injunction, or other order or requirement of the Board SEC prompted by any act or omission of Directors Holders of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesStock).
Appears in 1 contract
Sources: Registration Rights Agreement (Heller Financial Inc)
Demand for Registration. If (a) Subject to the Company Holder's right to convert the Debenture under the Loan Agreement, the Borrower hereby agrees to register, subject to the terms and conditions set forth herein, all or any portion of the Registrable Securities at any time it shall receive from Initiating Holders a written demand that request from the Company effect any registration Holders of at least fifty percent (a “Demand Registration”50%) of the Registrable Securities then outstanding Then Outstanding (other than or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $1,000,000) that the Borrower file a registration on Form S-3 or any related form statement under the 1933 Act covering the registration of registration statement or any foreign equivalent should at least a majority of the Registrable Securities be listed on an exchange outside the United StatesThen Outstanding. The Borrower shall, such a request being provided for under Section 1.9 hereof)within 20 days of its receipt thereof, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration such request to all other Holders; and
(ii) Holders of record of Registrable Securities. The Holders of said Registrable Securities shall then have 15 days from the date of mailing of such notice by the Borrower to request that all or a portion of their respective Registrable Securities be included in said registration. The Borrower hereby agrees, subject to the limitations hereof, to use its best lawful efforts to effect such registration as soon as practicable reasonably possible, and in any event (if legally possible, and as will permit or facilitate allowed by the sale SEC, and distribution if no factor outside the Borrower's reasonable control prevents it) within 150 days of the receipt of the initial written registration request, to effect the registration under the 1933 Act of all or such portion of such Registrable Securities which the Holders thereof (the "Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of ") have requested.
(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Borrower as a part of their request made pursuant to this Loan Agreement, and the Borrower shall include such information in the written notice to the other Holders of Registrable Securities referred to in Section 9.01(a). In such event, the right of any Holder or Holders joining to include his/her Registrable Securities in such demand as are specified registration shall be conditioned upon such Holder's participation in a written demand received such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Company within 15 days after Borrower, the underwriter, a majority in interest of the Initiating Holders and such written notice Holder) is givenlimited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Borrower as provided in Section 9.03(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by mutual agreement of the Borrower and a majority in interest of the Initiating Holders, provided that the Company which agreement shall not be unreasonably withheld. Notwithstanding any other provision of this Section 9.01, if the underwriter advises the Initiating Holders and the Borrower in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holder(s) shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated on a pro rata basis among all Holders that have requested to participate in such registration.
(c) Notwithstanding any provision to the contrary set forth herein, the parties hereto hereby acknowledge and agree that the Borrower is obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected pay for two (2) such registrations pursuant to this Section 1.2Loan Agreement. Lender shall utilize Rule 144 if said exemption, and in the sales of the shares of Common Stock under such registration have closed;Lender's determination, meets its distribution requirements.
(Cd) Notwithstanding the foregoing, if the Company Borrower shall furnish to such the Initiating Holders a certificate signed by the Chief Executive Officer President of the Company, Borrower stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) Borrower, it would be seriously materially detrimental to the Company Borrower and its stockholders shareholders for such Registration Statement registration statement to be filed at that time, and it is therefore essential to defer the date filing would be requiredof such registration statement, in which case the Company Borrower shall have an additional the right to defer the commencement of such a filing for a period or periods of not more than 90 180 days within which to file such Registration Statementafter receipt of the request of the Initiating Holders; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in at least 12 months must elapse between any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during two such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesdeferrals.
Appears in 1 contract
Demand for Registration. (a) If the Company shall receive from Initiating Holders receive, at any time after a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of a registration statement for the initial firm commitment underwritten public offering Initial Public Offering, a written request from either (i) the Management of the Company’s securitiesCompany (a "Management Demand Registration"), or (ii) the Holders of thirty-three percent (33%) of the Registrable Securities Then Outstanding (an "Investor Demand Registration") that the Company file a registration statement under the Securities Act covering the registration of the shares of Registrable Securities that are the subject of such request (a "Demand Registration"), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders of Registrable Securities and shall, subject to the limitations of Sections 7.2(d) and (e), use its best efforts to effect as soon as practicable the registration under the Securities Act in accordance with Section 7.4 hereof of all Registrable Securities which all of the Holders request be registered within forty-five (45) days after the mailing of such notice by the Company in accordance with Section 8.6. Management Holders shall have piggy-back registration rights with respect to any Investor Demand Registration, and non-Management Holders shall have piggy-back registration rights with respect to any Management Demand Registration, in each case subject to the provisions of paragraph (b), below.
(b) If such Holders initiating a Demand Registration (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 7.2, and the Company shall include such information in the written notice referred to in Section 7.2(a). In such event, the right of any Holder to include his securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 7.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 7.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such securities that may be included in the underwriting shall be allocated (x) first among all of the respective Holders thereof within the class who requested the Demand Registration, including the Initiating Holders, whose shares are to be included in such registration by a pro rata allocation, and then (y) among any other persons, if any, exercising piggyback rights (including Management, in the case of an Investor Demand Registration, or non-Management Holders, in the case of a Management Demand Registration, as the case may be) by a pro rata allocation.
(c) The Company shall be obligated to effect only two (2) Investor Demand Registrations under this Section 7.2, and only one (1) Management Demand
Appears in 1 contract
Demand for Registration. If (a) On and after the date that is six (6) months from the date of the final prospectus (as included in a registration statement filed under the Securities Act and declared effective by the SEC) covering the shares of Class A Common Stock sold by the Company in the IPO, the Holders of the Registrable Stock (the "Initiating Holders") may demand in a written notice that the Company file a registration statement under the Securities Act covering the registration of any or all Registrable Stock held by such Initiating Holders in the manner specified in such notice. Following receipt of any notice under this Section 2 the Company shall receive from (i) within twenty (20) days notify all other Holders, if any, of such request in writing and (ii) use its reasonable efforts to effect the registration (as set forth in Section 4) of all Registrable Stock that the Initiating Holders a and such other Holders have demanded, within ten (10) days after the Company has given such notice, be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders.
(b) If the Initiating Holders have set forth in their written demand for registration that the Company effect any registration (a “Demand Registration”) of they intend to have the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form Stock distributed by means of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof)underwritten offering, the Company willshall include such information in the written notice referred to in clause (i) of Section 2(a). In such event, the right of any Holder to include its Registrable Stock in such registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Stock in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) on the terms provided below. All Holders proposing to distribute Registrable Stock through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of the Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld, provided, that (i) all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Registrable Stock, and (ii) any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Registrable Stock. If Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Stock by written notice to the Company, the managing underwriter or underwriters, and the Initiating Holders. The Registrable Stock so withdrawn shall also be withdrawn from registration.
(c) Notwithstanding any provision of this Agreement to the contrary:
(i) promptly the Company shall not be required to effect a registration pursuant to this Section 2 during the period starting with the date thirty (but in any event within 10 days30) give written notice days prior to the filing by the Company of, and ending on a date one hundred eighty (180) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the proposed Company or on behalf of selling stockholders under any other registration rights agreement which the Holders have been entitled to join pursuant to Section 3; provided that the Company shall actively employ in good faith all other Holdersreasonable efforts to cause such registration statement to become effective as soon after such period as possible; and
(ii) effect if the Company shall determine in good faith that such registration as soon as practicable and as will permit would require the Company to disclose a material financing, acquisition or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received other transaction then being pursued by the Company within 15 days after and the Company shall determine in good faith that such written notice disclosure is givennot in the best interests of the Company or would interfere with such transaction, provided that the Company's obligation to use its reasonable efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days.
(d) The Company shall not be obligated to take any action to effect any such or pay for more than one (1) registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute 2; provided, that a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations registration demanded pursuant to this Section 1.22 shall not be deemed to have been effected for purposes of this Section 2(d) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 4 and (iii) the sales offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction, or other order or requirement of the shares of Common Stock under such registration have closed;
(C) if SEC preventing the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer use of the Companyregistration statement (other than any such stop order, stating that in the good faith judgment injunction, or other order or requirement of the Board SEC prompted by any act or omission of Directors Holders of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesStock).
Appears in 1 contract
Sources: Registration Rights Agreement (Heller Financial Inc)
Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of at least 50% of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 3.8 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as in a manner that will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.23.1:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.23.1, and the sales of the shares of Common Stock under such registration registrations have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders shareholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the earlier of: (1) the second anniversary hereof, or (2) the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesIPO.
Appears in 1 contract
Sources: Registration Rights Agreement (Viamet Pharmaceuticals Holdings LLC)
Demand for Registration. If the Company shall receive from Initiating Holders the Holder ----------------------- at any time not earlier than (I) as to Registrable Securities issuable upon exercise of the Warrants, the dates as of which the Warrants become exercisable in accordance with the conditions therefor specified in each Section 1 thereof, and (II) as to any other Registrable Securities, the second anniversary of the date hereof, a written demand request that the Company effect any registration (with respect to all or a “Demand Registration”) part of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration , as soon as practicable, use its best efforts to all other Holders; and
(ii) effect such registration as soon as practicable (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and as will would permit or facilitate (subject to Section ___ hereof) the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the request. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration pursuant to this Section 1.2:4.1(a):
(A) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B) Subject to the proviso in clause (A)(y) of Section 4.3 hereof, after the Company Holder has effected two (2) initiated one such registrations registration pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed4.1(a);
(C) if During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company shall furnish is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(D) If the Holder proposes to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 4.4 hereof;
(E) If the Holders a certificate signed do not request that such offering be firmly underwritten by one or more underwriters selected by the Chief Executive Officer Holder (subject to the consent of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would which consent will not be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredunreasonably withheld); or
(DF) prior If the Company and the Holder are unable to obtain the date six (6) months after the effective date commitment of the initial firm commitment underwritten public offering of underwriter described in clause (E) above to firmly underwrite the Company’s securitiesoffer.
Appears in 1 contract
Demand for Registration. If the Company shall receive receive, at any time after 120 days from Initiating Holders the date hereof, a written demand request from one or more of the Investors holding more than 50% of the total number of Shares held by all Investors that the Company effect any registration file a Registration Statement with respect to all the Shares, then (A) the Company shall use its best efforts to file with the Commission a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration Registration Statement on Form S-3 S-3, if the Company is then eligible to use such Form S-3, or any related if not so eligible, on Form S-1, Form SB-2 or such other form of registration statement or any foreign equivalent should as is then appropriate for use by the Registrable Company under the Securities Act and (B) the Company shall use its best efforts to cause the Registration Statement to be listed on an exchange outside declared effective by the United StatesCommission (including, such a request being provided for under without limitation, undertaking the actions described in Section 1.9 hereof4), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration so as to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or the Registrable Shares; and (c) the Company shall cause such portion Registration Statement to remain effective for a period of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion two (2) years (subject to the right of the Registrable Securities Company to suspend the effectiveness thereof for not more than an aggregate of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is givenninety (90) days; provided, provided however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
2(a) if: (Ai) in any particular jurisdiction in which counsel to the Company would be required to execute a general consent to service of process in effecting determines that any such registration, qualification registration violates the federal securities laws; or compliance unless (ii) the Company is already subject and the Investors determine that such registration adversely impacts the Company's access to service public or private capital markets. Except as provided in such jurisdiction and except as may be required by Section 2(b)(ii) below, the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to demand registration rights set forth in this Section 1.22(a) shall be on one occasion only, and the sales Company shall, so long as it advises all Investors at least twenty (20) days prior to filing such registration statement of the shares exercise of Common Stock under such right, have no further demand registration have closed;
(Cobligations hereunder. The Registration Statement filed pursuant to the request of the Investors hereunder may, subject to the provisions of Section 2.2(b) if below, include Other Registrable Shares, or other securities of the Company shall furnish to such Holders a certificate signed which are held by the Chief Executive Officer officers or directors of the Company, stating that in the good faith judgment of the Board of Directors and may include securities of the Company (being sold for the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 1 contract
Demand for Registration. If (a) On and after the date that is ninety (90) days from the Effective Time (as such term is defined in the Merger Agreement), the Holders of at least 331/3% of the Registrable Stock (the "Initiating Holders") may demand in a written notice that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Stock held by such Initiating Holders in the manner specified in such notice, provided that the amount of Registrable Stock included in such registration shall be equal to at least 331/3% ("Aggregate Minimum Demand Amount"), but not more than 50% (the "Aggregate Maximum Demand Amount") of the total Registrable Stock existing on the date of such notice, and provided further that, with respect to any Holder who is a Purchaser or an Affiliate of a Purchaser, the amount of Registrable Stock included in such registration by such Holder shall not exceed 50% (the "Individual Maximum Demand Amount") of the total Registrable Stock held by such Holder. Following receipt of any notice under this Section 3 the Company shall receive from (x) within twenty (20) days notify all other Holders of such request in writing and (y) use its reasonable efforts to cause to be registered under the Securities Act, subject to the provisos of the immediately preceding sentence, all Registrable Stock that the Initiating Holders and such other Holders have demanded, within ten (10) days after the Company has given such notice, be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders, provided, however, that (1) if the amount of Registrable Stock requested to be included in a written demand registration pursuant to this Section 3(a) exceeds the Aggregate Maximum Demand Amount, then the amount of Registrable Stock registered in such registration shall be reduced pro rata based upon the amount of securities then held by each Holder so that the Company effect Aggregate Maximum Demand Amount is not exceeded, and (2) if (i) any registration Person (a “Demand Registration”an "ECC Holder") holding securities of the Registrable Securities then outstanding Company is entitled to register any of such securities pursuant to the Registration Rights Agreement (other than the "ECC Agreement"), dated as of March 31, 1999, among the Company, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇ and such Person has requested pursuant to paragraph 4 of the ECC Agreement to include a certain amount of securities in a registration on Form S-3 or any related form initiated by the Holders pursuant to this paragraph 3(a) and (ii) the Company determines that it is, pursuant to paragraph 4 of the ECC Agreement, entitled to reduce the amount of securities included in such registration statement or any foreign equivalent should by an ECC Holder, then the amount of securities registered in such registration by the Holders and the ECC Holders shall be reduced pro rata based upon the amount of securities then held by each such holder.
(b) If the Initiating Holders intend to have the Registrable Securities be listed on Stock distributed by means of an exchange outside the United States, such a request being provided for under Section 1.9 hereof)underwritten offering, the Company willshall include such information in the written notice referred to in clause (x) of Section 3(a). In such event, the right of any Holder to include its Registrable Stock in such registration shall be conditioned upon such Holder's participation in such underwritten offering and the inclusion of such Holder's Registrable Stock in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) on the terms provided below. All Holders proposing to distribute Registrable Stock through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by a majority in interest of the Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld, provided that (i) all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Registrable Stock, (ii) any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders of Registrable Stock, and (iii) no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriter or the Company. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Stock by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Stock so withdrawn shall also be withdrawn from registration. If, as a result of such withdrawal, the amount of Registrable Stock to be included in the offering is less than the Aggregate Minimum Demand Amount, the Company shall not be required to proceed with such offering.
(c) Notwithstanding any provision of this Agreement to the contrary:
(i) promptly the Company shall not be required to effect a registration pursuant to this Section 3 during the period starting with the date of filing by the Company of, and ending on a date one hundred twenty (but in any event within 10 days120) give written notice days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the proposed Company or on behalf of the selling stockholders under any other registration rights agreement which the Holders have been entitled to join pursuant to Section 4 of this Agreement; provided that the Company shall actively employ in good faith all other Holdersreasonable efforts to cause such registration statement to become effective as soon as possible; and
(ii) effect if the Company shall determine in good faith that such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together would interfere with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received material transaction then being pursued by the Company within 15 days after such written notice is givenCompany, provided that the Company's obligation to use its reasonable efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days.
(d) The Company shall not be obligated to take any action to effect any such and pay for more than one (1) registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute 3; provided, that a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations registration demanded pursuant to this Section 1.23 shall not be deemed to have been effected for purposes of this Section 3(d), (1) if by reason of any reduction in the amount of securities registered by the Holders pursuant to Section 3(a)(2) of this Agreement the amount of Registrable Stock registered in such registration is not equal to or greater than the Aggregate Minimum Demand Amount and (2) unless (i) it has been declared effective by the sales SEC, (ii) it has remained effective for the period set forth in Section 5(a) and (iii) the offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the shares of Common Stock under SEC (other than any such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer stop order, injunction, or other requirement of the Company, stating that in the good faith judgment SEC prompted by any act or omission of the Board Holders of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiesStock).
Appears in 1 contract
Sources: Registration Rights Agreement (Dycom Industries Inc)
Demand for Registration. If Following One Hundred Eighty (180) days after the Company shall receive from initial public offering of the Securities of the Company, upon the written request of First Union Holders and GS Holders holding more than 40% of the Registrable Securities held by all First Union Holders and GS Holders (the “ Initiating Holders a written demand Investors”) that the Company effect one registration under the Securities Act of all or any registration part of such Initiating Investors’ Registrable Securities and specifying the intended method of distribution thereof (a “Demand Registration”), the Company will promptly give written notice of such requested registration to all other holders (if any) of Registrable Securities and thereupon the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company has been so requested to register by the Initiating Investors, and
(ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within ten business days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities so to be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holdersregistered; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall will not be obligated to take any action required to effect any such registration pursuant to under this Section 1.2:
paragraph 2(a) (A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six earlier of (6i) months 180 days after the effective date consummation of the initial firm commitment an underwritten public offering of the Company’s securitiesSecurities or (ii) ninety (90) days following the effective date of any other registration statement initiated by the Company, (B) unless the aggregate offering value of the Registrable Securities requested to be included in such registration is at least $25,000,000 in the case of a registration on form S-1 or at least $10,000,000 in the case of a registration on form S-3 and (C) unless MDCP has received proceeds from the sale, repurchase, redemption and/or repayment of the Common Stock and Series B Preferred Stock issued to MDCP as of the date hereof in one or more transactions equal to at least MDCP’s original cost of such Securities. The Company will not be required to effect more than one registration pursuant to this paragraph 2.
Appears in 1 contract
Sources: Registration Agreement (Ruths Chris Steak House, Inc.)
Demand for Registration. If Beginning upon the earlier of (i) May 13, 2013, and (ii) the date six (6) months after the effective date of the initial public offering of the Company’s securities, if the Company shall receive from the Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United StatesRegistration Statement, such a request being provided for under Section 1.9 12.09 hereof)) with an anticipated aggregate offering price of at least $1,500,000, the Company will:
(i) promptly (but in any event within 10 ten (10) days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 fifteen (15) days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.212.02:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed12.02;
(CB) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders Unitholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 ninety (90) days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 once nor for any period greater than ninety (90) days in the aggregate in any twelve (12) consecutive-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(DC) if prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities, such registration shall not have been requested by Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Cempra Holdings, LLC)
Demand for Registration. If the Company shall receive from Initiating Holders a written demand (a "Demand Registration") that the Company effect any registration of at least fifty percent (a “Demand Registration”50%) of the Registrable Securities then outstanding outstanding, or any lesser percentage if the anticipated aggregate offering price (before deduction for underwriter commissions and offering expenses) would exceed $5,000,000.00 (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within 10 ten (10) days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 twenty (20) days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration registration, pursuant to this Section 1.2:
(A) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after After the Company has effected two (2) such registrations pursuant to this Section 1.2, 1.2 where such registrations have been declared or ordered effective (and the sales of the shares of Common Stock under such registration pursuant to which securities have closedbeen sold);
(C) if If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 sixty (60) days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate once in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or;
(D) prior Prior to the earlier of (1) one hundred eighty (180) days following the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities's securities is declared effective by the SEC or December 31, 2000;
(E) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) days immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith;
(F) If the Company shall furnish to such Holders a written notice within thirty (30) days of any written demand for registration specifying the Company's intent to register its securities pursuant to Section 1.3 below within thirty (30) days of providing such notice to Holders.
Appears in 1 contract
Demand for Registration. (a) If at any time after six months ----------------------- following the effective date of the Company's initial registration statement filed under the Securities Act, the Company shall receive from the Initiating Series A Preferred Holders or the Initiating Junior Preferred Holders a written demand request that the Company effect any registration registration, qualification or compliance having an aggregate offering price to the public, net of underwriting discounts and commissions, of $3,000,000, or (a “Demand Registration”b) if at any time after the earlier of (i) November 7, 1999, and (ii) six months following the effective date of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of Company's initial registration statement or any foreign equivalent should filed under the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof)Act, the Company will:
shall receive from the Initiating Series B Preferred Holders a written request that the Company effect any registration, qualification or compliance having an aggregate offering price to the public, net of underwriting discounts and commissions, of $3,000,000, or (c) if at any time after six months following the effective date of the Company's initial registration statement filed under the Securities Act, the Company shall receive from the Initiating Series C Preferred Holders a written request that the Company effect any registration, qualification or compliance having an aggregate offering price to the public, net of underwriting discounts and commissions, of $10,000,000, the Company will (i) promptly within fifteen (but in any event within 10 days15) days of the receipt by the Company of such notice, give written notice of the proposed registration registration, qualification or compliance to all other Holders; and
Holders and (ii) effect such registration as soon as practicable practicable, use its best efforts to effect such registration, qualification or compliance (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) as may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demandrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand request as are specified in a written demand request received by the Company within 15 twenty (20) days after receipt of such written notice is givenfrom the Company; provided, provided however, that the Company shall not be obligated to take -------- ------- any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.25.1:
(Aa) in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(Bb) On behalf of the Initiating Series A Preferred Holders, after the Company has already effected one (1) registration at the request of the Initiating Series A Preferred Holders pursuant to this Section 5.1, and such registration has been declared or ordered effective;
(c) On behalf of the Initiating Series B Preferred Holders, after the Company has already effected two (2) such registrations at the request of the Initiating Series B Preferred Holders pursuant to this Section 1.25.1, and the sales of the shares of Common Stock under such registration registrations have closedbeen declared or ordered effective;
(Cd) if On behalf of the Initiating Series C Preferred Holders, after the Company has already effected one (1) registration at the request of the Initiating Series C Preferred Holders pursuant to this Section 5.1, and such registration has been declared or ordered effective;
(e) On behalf of the Initiating Junior Preferred Holders, after the Company has already effected one (1) registration at the request of the Initiating Junior Preferred Holders pursuant to this Section 5.1, and such registration has been declared or ordered effective;
(f) If the Company shall furnish to such the Initiating Holders within thirty (30) days of receipt of their written request a notice of its intent to file a registration statement pertaining to its initial public offering within ninety (90) days, or during the ninety (90) day period immediately following the closing date of the Company's initial public offering;
(g) If the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer President of the Company, Company stating that in the good faith judgment of the Board of Directors the filing of such a registration statement will have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any financing, acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other significant transaction, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 5 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of the Company (written request from the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration StatementInitiating Holders; provided, -------- however, that the Company shall not use this exercise such right to delay the filing for more than 90 days in the aggregate once in any ------- twelve (12-) month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
Appears in 1 contract
Demand for Registration. If In the event that the Company shall receive receives from Initiating Holders holding a written demand that the Company effect any registration (a “Demand Registration”) majority of the Registrable Securities then outstanding held by the Initiating Holders a written request that the Company effect a registration, qualification or compliance with respect to all or a part of the Registrable Securities (other than a registration on Form S-3 or any related successor form regardless of registration statement or any foreign equivalent should its designation) having an aggregate proposed offering price to the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), public of at least $5,000,000 the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration registration, qualification or compliance to all other Holders; and
(ii) effect such registration as soon as practicable practicable, use its diligent best efforts to effect all such registrations, qualifications, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable Blue Sky or other state securities laws and appropriate compliance with applicable requirements or regulations) as may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demandrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand request as are specified in a written demand request received by the Company within 15 thirty (30) days after such written notice from the Company is given, given under subparagraph 1.2
(a) (i) above; provided that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section paragraph 1.2:
(A) prior to the earlier of (i) June 30, 1997 or (ii) six (6) months after the effective date of a registration statement pertaining to the Company's initial registered offering;
(B) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(BC) after the Company has effected two (2) such registrations pursuant to this Section paragraph 1.2, which have been declared or ordered effective and the sales of the shares of Common Stock under securities offered pursuant to such registration have closedbeen sold;
(CD) within six (6) months following the effective date of a prior registered offering of the Company's securities pursuant to this paragraph 1.2 or paragraph 1.3 below; or
(E) more than five (5) years after the effective date of a registration statement pertaining to the Company's initial registered offering. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement as soon as practicable after receipt of the request or requests of the Initiating Holders but in any event within sixty (60) days of receipt of such request; provided, however, that if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement registration statement to be filed at on or before the date filing would be requiredrequired and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have an additional the right to defer such filing for a period or periods of not more than 90 one hundred twenty (120) days within which to file (the "Postponement Period") after receipt of the request of the Initiating Holders (and not more than once in any twelve month period). During such Registration Statement; provided, however, that Postponement Period the Company shall may not use this right to delay the filing for more than 90 days in the aggregate in effect any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety registration (90) day period other than pursuant to a registration on Form S-8 relating solely to the sale of securities to employees of the Company employee stock option or purchase plans, or a subsidiary pursuant registration on Form S-4 relating solely to a stock option, stock purchasean SEC Rule 145 transaction, or similar plan; a registration on any other form that (other than Form S-1, ▇▇-▇, ▇-▇ ▇▇ S-3, or their successor forms) or any successor to such forms, which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; ) for its own account or for the account of holders of other registration rights, unless such registration had been filed prior to receipt of the request or requests of the Initiating Holders. If the Company shall postpone the filing of a registration in which the only Common Stock being registered is Common Stock issuable upon conversion statement pursuant to this paragraph, Holders of debt securities that are also being registered; or
(D) prior Registrable Securities may withdraw their request for registration by giving notice to the date six Company within thirty (630) months days after the effective date receipt of the initial firm commitment underwritten public offering President's certificate postponing registration. In the event of such withdrawal, such request will not be counted for purposes of the Company’s securitiesrequests for registration to which Holders are entitled pursuant to paragraph 1.2(a)(ii)(C).
Appears in 1 contract
Demand for Registration. (a) If the Company shall receive from Initiating Holders at any time, a written demand request (a “Demand Request”) from any Holder (a “Demand Shareholder”) that the Company effect any file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price in excess of $75 million (a “Demand Registration”) ), then the Company shall, subject to Section 3(d), and, provided, that the Demand Shareholder at the time of delivery of the Registrable Securities then Demand Request holds not less than 5% of the outstanding (other than a registration on Form S-3 or any related form Common Shares of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company willCompany:
(i) promptly (but as soon as practicable, and in any event within 10 dayssixty (60) give written notice days of the proposed receipt of such Demand Request, file a registration statement under the Securities Act covering all Registrable Securities which the Demand Shareholder requests to all other Holdersbe registered, subject to Section 5; and
(ii) effect use its reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable practicable.
(b) If the Demand Shareholder intends to distribute the Registrable Securities covered by the Demand Request by means of an underwriting, the Demand Shareholder shall so advise the Company as a part of the Demand Request made pursuant to Section 3(a). The underwriter for such Demand Registration will be a nationally recognized investment bank selected by the Company with the approval of the Demand Shareholder (which approval shall not be unreasonably withheld, delayed or conditioned) and as will permit or facilitate the sale and distribution of all or such portion terms of such Initiating Holders’ Registrable Demand Registration shall be subject to Section 5. Within three (3) Business Days after (x) the receipt of a request for a Demand Registration from the Demand Shareholder or (y) the receipt of a written request from a holder of more than 5% of the outstanding Common Shares of the Company that the Company file a registration statement under the Securities as are specified Act covering the registration of Common Shares with an anticipated aggregate offering price in excess of $75 million, the Company shall (i) give written notice thereof to each other Holder (other than the Demand Shareholder which has requested a registration under Section 3(a)) and (ii) subject to Section 6, include in such demand, together with registration statement all or such portion of the Registrable Securities held by such Holders from whom the Company has received a written request for inclusion therein within five (5) Business Days of the receipt by such Holders of such written notice referred to in clause (i) above. Each such request by such Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Holder or Holders joining to respond within such five (5) Business Day period referred to in clause (ii) above shall be deemed to be a waiver of such demand as are specified in a written demand received Holder’s rights under this Section 3(b). Any Holder may waive its rights under this Agreement prior to the expiration of such five (5) Business Day period by the Company within 15 days after such giving written notice is givento the Company, provided that with a copy to the Demand Shareholder.
(c) The Company shall not be obligated to take any action to effect any such registration pay the Registration Expenses of a Demand Request pursuant to this Section 1.2:
3(a) if Registrable Securities shall have been sold pursuant to a Demand Registration (Aor a Demand Registration shall have become effective) in any particular jurisdiction in which the Company would twelve (12) month period prior to the receipt of such Demand Request but such Registration Expenses shall instead be required to execute a general consent to service borne by the holders of process in effecting such registration, qualification or compliance unless the Company is already subject to service Registration Securities participating in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations Demand Registration pursuant to this Section 1.23(b), and pro rata based on the sales number of the shares of Common Stock under Registrable Securities sold by such registration have closed;
(C) if holder thereof and the Company shall furnish be promptly reimbursed (by wire transfer) by such holders for any such out-of-pocket Registration Expenses incurred by the Company upon the submission of invoices for such expenses by the Company to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statementholders; provided, however, that that, if the effective date of any such subsequent Demand Registration is reasonably likely to occur outside of such twelve (12) month period, the Company’s obligations hereunder to prepare a registration statement and to pay the associated Registration Expenses shall continue, but the Company shall not use this right in any event become obligated to delay pay the Registration Expenses associated with such registration statement unless it is declared effective after the expiration of such twelve (12) month period.
(d) If the Board, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would or would be reasonably likely to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction or negotiation involving the Company or otherwise require premature disclosure of information, including financial information, that would be materially disadvantageous to the Company (a “Valid Business Reason”), the Company may postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than 90 days in the an aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day days in any twelve (12) month period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included and in case a registration statement covering has been filed relating to a Demand Registration, the sale Company, upon the approval of a majority of the Registrable SecuritiesBoard, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement; provided, however, that, in the event of such withdrawal or termination, the Company shall pay all reasonable out-of-pocket costs and expenses of the Demand Shareholder whether or not such costs and expenses are covered by Section 7. If a registration statement shall be effective at the time the Company postpones, withdraws or terminates it, the Demand Shareholder shall immediately cease to use any prospectus contained therein upon receipt of written notice from the Company. The Company shall give written notice of its determination to postpone or withdraw a registration statement and, if the Valid Business Reason for such postponement or withdrawal no longer exists, of such fact, in which each case, promptly after the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; oroccurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(d) more than once in any twelve (12) month period.
(De) prior Notwithstanding anything to the contrary contained herein, each Holder agrees and acknowledges that no Holder shall make a Demand Registration during the ninety-one (91) days following the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitieshereof.
Appears in 1 contract
Demand for Registration. If (a) Subject to the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) Holder's rights to convert all or part of the Registrable Securities then outstanding (other than a registration on Form S-3 Debentures, the Borrower hereby agrees to register, at the Holder's expense and subject to the terms and conditions set forth herein, all or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of at any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.2:
time (A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of but on not more than 90 days within which one occasion prior to file such Registration Statement; providedDecember 31, however, 1998) it shall receive a written request from the Holder that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in Borrower file a registration statement under the 1933 Act covering the sale registration of the Registrable Securities; or a registration Securities held by -------------------------------------------------------------------------------- 21 22 Agreement (continued) -------------------------------------------------------------------------------- the Holder, but in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) no event prior to the date six later of (6i) months after the effective date of the initial firm commitment March 1, 1997 or (ii) if a registration statement for an underwritten public offering of the Borrower's common stock is filed with the SEC on or before March 1, 1997, six months following the effective date of such registration or such lesser time as may be allowed by the underwriter for shares held by officers, directors or other shareholders of the Company’s securities. The Borrower shall, within 20 days of its receipt thereof, give written notice of such request to all Holders of record of Registrable Securities. The Holders of said Registrable Securities shall then have 15 days from the date of mailing of such notice by the Borrower to request that all or a portion of their respective Registrable Securities be included in said registration. The Borrower hereby agrees, subject to the limitations hereof, to use its best lawful efforts to effect as soon as reasonably possible, and in any event (if legally possible, and as allowed by the SEC, and if no factor outside the Borrower's reasonable control prevents it) within 150 days of the receipt of the initial written registration request, to effect the registration under the 1933 Act of all Registrable Securities which the Holders thereof (the "Initiating Holders") have requested.
Appears in 1 contract
Demand for Registration. If At any time following the Company's initial registered public offering of its Common Stock with the Commission, the Initiating Holders may submit in writing to the Company shall receive from Initiating Holders a written demand that the Company effect any a registration (with respect to all or a “Demand Registration”) part of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should (the Registrable Securities be listed on an exchange outside "Demand Statement"). If the United States, Company receives such a request being provided for under Section 1.9 hereof)Demand Statement from the Initiating Holders, the Company will:
(i) : [a] promptly (but in any event within 10 with ten (10) days) give written notice of the proposed registration to all other Holders; and
(ii) and [b] as soon as practicable, use its best efforts to effect such registration as soon as practicable (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act and any other governmental requirements or regulations) and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demandrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand request as are specified in a written demand request received by the Company within 15 thirty (30) business days after such written notice from the Company is given, provided that the mailed or delivered. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration pursuant to this Section 1.2:
(A) in 3.1: [i] In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(B) after ; [ii] During a 180 day period commencing with the effective date of a registration statement for the Company's initial public offering; [iii] If the Company has effected two delivers notice to the Initiating Holders within thirty (230) such registrations pursuant to this Section 1.2, and the sales days of the shares Company's receipt of Common Stock under the Demand Notice stating the Company's intent to file a registration statement within ninety (90) days; [iv] If the Initiating Holders do not request that such registration have closed;
(C) if the Company shall furnish to such Holders a certificate signed offering be firmly underwritten by underwriters selected by the Chief Executive Officer Initiating Holders (subject to the consent of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company consent shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.unreasonably withheld);
Appears in 1 contract
Demand for Registration. If In case the Company shall receive from Initiating Holders a written demand request that the Company effect any registration registration, qualification or compliance with respect to not less than fifty percent (a “Demand Registration”50%) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form lesser number of registration statement or any foreign equivalent should shares, but in no event less than twenty-five percent (25%) of the Registrable Securities be listed on an exchange outside then outstanding, if the United Statesanticipated aggregate offering price, such a request being provided for under Section 1.9 hereofnet of underwriting discounts and commissions, would exceed five million dollars ($5,000,000), the Company will:
(i) promptly within ten (but in any event within 10 days10) days of receipt thereof give written notice of the proposed registration registration, qualification or compliance to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable practicable, and in any event within sixty (60) days of the receipt of such request, such registration, qualification or compliance (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) as may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demandrequest, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand request as are specified in a written demand request received by the Company within 15 twenty (20) days after receipt of such written notice is givenfrom the Company; provided, provided however, that the Company shall not be obligated to take any action to effect any such registration registration, qualification or compliance pursuant to this Section 1.22.1:
(A) in If the anticipated offering price, net of underwriting discounts and commissions, is less than five million dollars ($5,000,000);
(B) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
(BC) Prior to the earlier of December 5, 2008, or six months after the effective date of the Company’s first registered public offering of its stock;
(D) If the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request, provided, however, that the Company may not exercise this right more than twice in any twelve (12) month period;
(E) During the period starting with the date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of, a registration subject to Section 2.2 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(F) After the Company has effected two (2) such registrations pursuant to this Section 1.2, 2.1(a) and the sales of the shares of Common Stock under such registration registrations have closed;been declared or ordered effective; and
(CG) if If the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer President of the Company, Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement a registration statement to be filed at the date filing would be required, in which case the Company Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.1 shall have an additional be deferred for a period or periods not to exceed thirty (30) days from the date of not more than 90 days within which to file such Registration Statement; providedreceipt of written request from the Initiating Holders, however, provided that the Company shall may not use exercise this deferral right to delay the filing for more than 90 days in the aggregate in twice during any twelve (12-) month period; provided. Subject to the foregoing clauses (A) through (G), further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in file a registration statement covering the sale Registrable Securities so requested to be registered as soon as practicable and in any event within sixty (60) days after receipt of the Registrable Securities; request or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date requests of the initial firm commitment underwritten public offering of the Company’s securitiesInitiating Holders.
Appears in 1 contract
Demand for Registration. If In the Company shall receive from event that there are any Remaining Registerable Shares, at any time after the date that is six months after the Closing Date under the Acquisition Agreement, members of the Initiating Holders a Group may make one request (subject to Section 3(d)), by written demand notice that the Company effect any the registration under the 1933 Act of the Remaining Registerable Shares (a “the "Demand Registration”) of "). The notice given pursuant to the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, such a request being provided for under Section 1.9 hereof), the Company will:
immediately preceding sentence shall set forth (i) promptly (but in any event within 10 days) give written notice the aggregate number of the proposed registration Shares to all other Holders; and
be included, (ii) effect the names of the Selling Holders and the number of Shares to be sold by each such Selling Holder, and (iii) the proposed manner of sale. No Member of Management of DVI may request registration as soon as practicable and as will permit of greater than that number of Shares which, when combined with any other Shares previously registered under this Agreement for such Member of Management, would total in excess of 50% of the Shares held by such Member of Management. If the aggregate number of Shares for which all Holders request registration is less than or facilitate equal to the sale and distribution number of Remaining Registerable Shares, then the Company, shall cause all or such portion of such Initiating Holders’ Registrable Securities as are the Shares specified in such demandHolders' requests to be included in the Registration Statement, together with subject to the provisions hereof. If the aggregate number of Shares for which all or such portion Holders request registration is greater than the number of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is givenRemaining Registerable Shares, provided that then the Company shall not be obligated provide notice of such fact in writing to take any action to effect any all such registration pursuant to this Section 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected Holders. Such Holders shall have two (2) business days after the date such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;
(C) if notice is given by the Company to deliver to the Company an Alternative Allocation, which shall furnish to be executed by all such Holders and shall be limited so as to include, in the aggregate, a certificate signed number of Shares less than or equal to the number of Remaining Registerable Shares. Any delivery of an Alternative Allocation that does not conform to the requirements in the previous sentence may be deemed invalid and disregarded by the Chief Executive Officer of the Company, stating that in its sole discretion. Subject to Section 3(d), each Holder delivering a request shall be entitled to have included in the good faith judgment of the Board of Directors of Registration Statement (and the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required will cause to be included in the Registration Statement, subject to the provisions hereof) that number of Shares equal to either (A) if a registration statement covering valid Alternative Allocation has been provided, the sale number of Remaining Registerable Shares specified for such Holder in such Alternative Allocation, or (B) if no such valid Alternative Allocation has been provided, the Registrable Securities; or number of Remaining Registerable Shares, multiplied by a registration in fraction, the numerator of which is the number of Shares for which the only Common Stock being registered Holder has requested registration and the denominator of which is Common Stock issuable upon conversion the aggregate number of debt securities that are also being registered; or
Shares requested for registration by all Selling Holders. Upon receipt of such request, the Company shall use its commercially reasonable efforts to cause such registration to be effective not later than seventy five (D75) prior to days from the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiessuch request.
Appears in 1 contract
Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 2.9 hereof), then outstanding, having an anticipated aggregate offering price of at least $5,000,000, the Company will:
(i) promptly (but in any event within 10 ten (10) days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 fifteen (15) days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.22.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, 2.2 and the sales of the shares of Common Stock under such registration registrations have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 ninety (90) days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate once in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the earlier of (1) the fourth (4th) anniversary of the date of this Agreement or (2) the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securitiessecurities pursuant to a Registration Statement under the ▇▇▇▇ ▇▇▇.
Appears in 1 contract
Demand for Registration. (a) If the Company shall receive from Initiating Holders at any time after a date two years after the date hereof, but prior to a date seven (7) years after the date hereof, a written demand that request from the Company effect any registration (holders of a “Demand Registration”) majority of the Registrable Securities then outstanding (other than that the Company file a registration on Form S-3 or any related form statement under the Act covering the registration of registration statement or any foreign equivalent should the shares of Registrable Securities be listed on an exchange outside that are the United States, subject of such request (a request being provided for under Section 1.9 hereof"Demand Registration"), then the Company will:
shall, within ten (i10) promptly (but in any event within 10 days) days of the receipt thereof, give written notice of the proposed registration such request to all other Holders; and
(ii) holders of Registrable Securities and shall, subject to the limitations of Subsection 6.2(e), use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution registration under the Act in accordance with this Section 6.2(a) of all or such portion Registrable Securities which the holders request be registered within thirty (30) days after the mailing of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received notice by the Company within 15 days after such written notice is givenin accordance wi.with Section 7.9.
(b) If the holders initiating a registration request under Subsection 6.2(a) (the "Initiating Holders") intend to distribute the Registrable Securities, provided that covered by their request by means of an underwriting, they shall so advise the Company shall not be obligated to take any action to effect any such registration as a part of their request made pursuant to this Section 1.2:6.2, and the Company shall include such information in the written notice referred to in Subsection 6.2(a). The underwriter will be selected by a majority in interest of the respective Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any holder to include his securities in such registration shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder) to the extent provided herein. All holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 6.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this section 6.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities, which would otherwise be underwritten pursuant hereto, and the number of shares of such securities that may be included in the underwriting shall be allocated among all of the respective holders thereof, including the Initiating Holders.
(Ac) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the The Company is already subject obligated to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected effect only two (2) such registrations Demand Registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;6.2.
(Cd) Notwithstanding the foregoing, if the Company shall furnish to such the Initiating Holders requesting a registration statement pursuant to Subsection 6.2(a), a certificate signed by the Chief Executive Officer President of the Company, Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) Company, it would be seriously detrimental to the Company and its stockholders for such Registration Statement registration statement to be filed at and it is therefore essential to defer the date filing would be requiredof such registration statement, in which case the Company shall have an additional the right to defer such filing for a period or periods of not more than 90 sixty (60) days within which to file such Registration Statementafter receipt of the request of the Initiating Holders; provided, however, that the Company shall may not use utilize this right with respect to delay the filing for a request under Subsection 6.2(a) more than 90 days in the aggregate once in any twelve (12-) month period; provided.
(e) Notwithstanding the foregoing provisions of this Section 6.2, furtherif at the time of any request by the Initiating Holders under this Section 6.2, that the Company shall not register any securities has fixed plans to file within forty-five (45) days after such request for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of any of its securities to employees in a public offering under the Act, no registration of the Company or a subsidiary pursuant to a stock optionInitiating Holders, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would securities shall be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
initiated under this Section 6.2 until one hundred eighty (D180) prior to the date six (6) months days after the effective date of such registration unless the initial firm commitment underwritten company is no longer proceeding diligently to effect such registration; provided that the Company shall provide the holders of Registrable Securities the right to participate in such public offering of the Company’s securitiespursuant to, and subject to Section 6.3 hereof.
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Demand for Registration. If Beginning six (6) months after the effective date of the initial public offering of the Company’s securities, if the Company shall receive from Initiating Holders a written demand that the Company effect any registration (a “Demand Registration”) of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 2.9 hereof)) with an anticipated aggregate offering price of at least $1,500,000, the Company will:
(i) promptly (but in any event within 10 ten (10) days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 fifteen (15) days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.22.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) after the Company has effected two (2) such registrations pursuant to this Section 1.2, and the sales of the shares of Common Stock under such registration have closed;2.2; or
(CB) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders equity holders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 ninety (90) days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 once nor for any period greater than ninety (90) days in the aggregate in any 12-12 consecutive month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.;
Appears in 1 contract
Sources: Registration Rights Agreement (Cempra Holdings, LLC)
Demand for Registration. If the Company shall receive from Initiating Holders a written demand that the Company effect any a registration (of all or a “Demand Registration”) part of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United States, held by such a request being provided for under Section 1.9 hereof)Initiating Holders, the Company will:
(i) promptly (but in any event within 10 days) give each other Holder written notice of the proposed registration to all other Holdersthereof; and
(ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other applicable governmental requirements or regulations) as soon as practicable may be so requested and as will would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is givenrequest pursuant to SECTION 3.1(a)(ii); PROVIDED, provided that HOWEVER, the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this SECTION 3.2:
(A) Unless, after the Company gives the notice specified in SECTION 3.2(a)(i), the Holders propose to sell a number of shares of Registrable Securities having an aggregate proposed offering price of at least $10,000,000; PROVIDED, HOWEVER, that if the registration at issue is an Indigo Demand Registration, then this clause (A) shall not apply;
(B) After the Company has effected ONE (1) such registration pursuant to this Section 1.2:SECTION 3.2, pursuant to which all of the Registrable Securities included in such registration have been sold; PROVIDED, HOWEVER, that this clause (B) shall not apply to an Indigo Demand Registration;
(AC) In the instance of an Indigo Demand Registration, (i) if the registration statement in respect of such registration would become effective during the Indigo Restricted Selling Period, (ii) after the Company has effected TWO (2) Indigo Demand Registrations pursuant to this SECTION 3.2 or (iii) after the Company has effected both (x) ONE (1) Indigo Demand Registration pursuant to this SECTION 3.2 and (y) another registration pursuant to this SECTION 3.2 in which at least THIRTY PERCENT (30%) of the Indigo Common Stock is sold; or
(D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Securities Act;
. Subject to the foregoing clauses (BA) after through (D), the Company has effected two (2) such registrations pursuant shall file a registration statement covering the Registrable Securities so requested to this Section 1.2be registered as soon as practicable; PROVIDED, and the sales of the shares of Common Stock under such registration have closed;
(C) HOWEVER, that if the Company shall furnish to such Holders the Initiating Holder(s) a certificate signed by the Chief Executive Officer CEO or the President of the Company, Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such Registration Statement registration statement to be filed at the date filing would be requiredrequired hereunder and that it is therefore essential to defer the filing of such registration statement, in which case the Company shall have an additional period or periods of not more than 90 days within which Company's obligation to use its diligent best efforts to file such Registration Statementa registration statement shall be deferred for a period not to exceed NINETY (90) days from the receipt of the demand from the Initiating Holders; provided, however, PROVIDED; FURTHER that the Company shall not use this exercise such right to delay the defer a filing for more often than 90 days in the aggregate once in any TWELVE (12-) month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the date six (6) months after the effective date of the initial firm commitment underwritten public offering of the Company’s securities.
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Demand for Registration. If the Company shall receive from Initiating Preferred Holders or Initiating Warrant Holders a written demand that the Company effect any registration (a “"Demand Registration”") of the Registrable Securities then outstanding (other than a registration on Form S-3 or any related form of registration statement or any foreign equivalent should the Registrable Securities be listed on an exchange outside the United Statesstatement, such a request being provided for under Section 1.9 2.9 hereof)) having an anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least $5,000,000, the Company will:
(i) promptly (but in any event within 10 days) give written notice of the proposed registration to all other Holders; and
(ii) use its best efforts to effect such registration as soon as practicable and as will permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ ' Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such demand as are specified in a written demand received by the Company within 15 days after such written notice is given, provided that the Company shall not be obligated to take any action to effect any such registration registration, pursuant to this Section 1.22.2:
(A) in with respect to any particular jurisdiction in which demand for registration by Initiating Preferred Holders, after the Company would has effected four (4) such registrations initiated by Initiating Preferred Holders pursuant to this Section 2.2; provided, however, that a registration requested pursuant to Section 2.2 shall not be required deemed to execute be a general consent to service demand for registration by Initiating Preferred Holders unless a Registration Statement covering at least eighty percent (80%) of process the Registrable Securities specified in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction notices from the Initiating Preferred Holders has become effective and except as may be required by the 1933 Actall shares registered thereunder have been sold;
(B) with respect to any demand for registration by Initiating Warrant Holders, after the Company has effected two one (21) such registrations registration initiated by Initiating Warrant Holders pursuant to this Section 1.2, 2.2 and the sales of the shares of Common Stock under such registration registrations have closed;
(C) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer President of the Company, stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders shareholders for such Registration Statement to be filed at the date filing would be required, in which case the Company shall have an additional period or periods of not more than 90 sixty (60) days within which to file such Registration Statement; provided, however, that the Company shall not use this right to delay the filing for more than 90 days in the aggregate once in any 12-month period; provided, further, that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or
(D) prior to the earlier of (a) the date six three (63) months after years from the effective date of this Agreement or (b) the initial firm commitment date the initial, firmly underwritten public offering of the Company’s securities's securities is declared effective by the SEC.
Appears in 1 contract