Demand Registration Right Clause Samples
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Demand Registration Right. Beginning after June 1, 1999, the ------------------------- Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Price.
Demand Registration Right. The Holders of a majority of the Preferred Stock voting together as a single class and on an as-converted basis, shall have the ability to exercise their S-3 Demand Registration Right an unlimited number of times.
Demand Registration Right. FBI shall, subject to the conditions of Section 10(c) of this Agreement, if requested by any Holder, including DCB and any permitted transferee ("Selling Shareholder"), promptly prepare and file a registration statement under the Securities Act, if such registration is necessary in order to permit the sale or other disposition of any or all shares of FBI Common Stock or other securities that have been acquired by or are issuable to the Selling Shareholder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Selling Shareholder in such request, including without limitation a "shelf" registration statement under Rule 415, promulgated under the Securities Act, or any successor provision, and FBI shall use its reasonable best efforts to qualify such shares or other securities for sale under any applicable state securities laws.
Demand Registration Right. Issuer shall, subject to the conditions of Section 10(c) of this Agreement, if requested by any Holder, including Grantee and any permitted transferee ("Selling Shareholder"), promptly prepare and file a registration statement under applicable laws and regulations, if such registration is necessary in order to permit the sale or other disposition of any or all shares of Issuer Common Stock or other securities that have been acquired by or are issuable to the Selling Shareholder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Selling Shareholder in such request, including without limitation a "shelf" registration statement under applicable laws and regulations, and Issuer shall use its best efforts to qualify such shares or other securities for sale under any applicable state securities laws.
Demand Registration Right. Upon the written request of a Majority Holder, made at any time after the Exercise Date, but before the Expiration Date, the Company shall file within ninety (90) days of such written request a registration statement or Regulation A offering statement pursuant to the Act, and all necessary amendments thereto, to register or qualify the Warrant, Warrant Securities and the Warrant Securities underlying the unexercised portion of this Warrant. The Company may use the Regulation A exemption if available, but the Company must file a registration statement if the securities that are to be covered cannot be sold pursuant to Regulation A because of the limitations applicable to the use of the Regulation A exemption. The Company agrees to use its best efforts to cause this registration or qualification to become effective as promptly as practicable and to keep such registration effective for a period expiring on the earlier of one hundred eighty (180) days after the Effective Date or the date of completion of the distribution described in the Registration Statement; and its officers, directors, consultants, auditors and counsel shall cooperate in all matters necessary or advisable to pursue this objective. All of the expenses of this registration or qualification shall be borne by the Company, including, but not limited to, legal, accounting, consulting, printing, filing and NASD fees, out-of-pocket expenses incurred by counsel, accountants, and consultants retained by the Company and miscellaneous expenses directly related to the registration statement or offering statement and the offering, and the underwriter's accountable and nonaccountable expense allowances and fees; but the Company shall not pay any expense allowance, brokerage fees, commissions or underwriting discounts except to the extent they are attributable to other securities that the Company has registered or qualified in conjunction with the registration and qualification of the Warrant, Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever mann...
Demand Registration Right. (a) Upon the written request of Holders of at least 25% of the Registrable Securities that the Company effect the registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of such Holder's or Holders' Registrable Securities and specifying the aggregate number of shares of Registrable Securities requested to be registered and the name or names of the proposed managing underwriter or underwriters (or in the case of a Designated Shelf Registration, the intended method of distribution and the name or names of any managing underwriters or agents), the Company will use all commercially reasonable efforts to file a Registration Statement covering such Holder's or Holders' Registrable Securities requested to be registered within 20 Business Days after receipt of such request for disposition pursuant to an underwritten offering (or, in the case of a Designated Shelf Registration, the intended method of distribution) (the terms of such underwritten offering or other distribution to be determined by the Holders of a majority of the Registrable Securities so requested to be registered); PROVIDED, HOWEVER, that the Company shall not be required to take any action pursuant to this Section 4:
(1) if prior to the date of such request the Company shall have effected three (3) registrations pursuant to this Section 4;
(2) if the Company has effected a registration (other than a Designated Shelf Registration) pursuant to this Section 4 within the 120-day period immediately preceding such request which permitted Holders of Registrable Securities to register Registrable Securities;
(3) if the Company shall at the time have effective a Shelf Registration pursuant to which the Holder or Holders that requested registration could effect the disposition of such Holder's or Holders' Registrable Securities in the manner requested;
(4) if the Registrable Securities which the Company shall have been requested to register shall have a then current market value of less than $50,000,000, unless such registration request is for all remaining Registrable Securities; or
(5) during the pendency of any Blackout Period; PROVIDED FURTHER, HOWEVER, that the Company shall be permitted to satisfy its obligations under this Section 4(a) by amending (to the extent permitted by applicable law) any registration statement (including any Shelf Registration) previously filed by the Company under the Securities Act so that such registration statement (as ame...
Demand Registration Right. (a) In the event that the Company shall not maintain an effective registration statement as provided for in Section 7.1, then, in the further event that the Company, at any time during the period commencing after the effective date of the Public Offering and expiring five (5) years thereafter shall fail to have such effective registration statement, the Holders of the Representative's Warrants and/or Representative's Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the outstanding Representative's Warrants, the conversion of all outstanding Series A Preferred Stock and the exercise of all outstanding Public Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Representative's Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request.
(b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Representative's Warrants and the Representative's Warrant Securities within ten (10) days from the date of the receipt of any such registration request.
Demand Registration Right. 5
(a) Right to Demand; Notice to Holders....................................5 (b) Number of Demand Registrations........................................5 (c) Limitation on Demand Registration.....................................6 (d) Delay in Filing; Suspension of Registration...........................6
Demand Registration Right. The Managing Underwriters have one demand registration right with respect to the Registrable Securities under this Section 2. Either Managing Underwriter may exercise this demand right during the period beginning on the first anniversary of the date hereof and ending on the fifth anniversary of the date hereof or the expiration of the Managing Underwriters' Warrant, if later. Such demand right must be exercised in writing and must satisfy the notice requirements to the Company as set forth in Section 10(d) herein. A Managing Underwriter need not be a Holder to exercise this demand right. This demand right shall continue to exist until it expires pursuant to this Section 2(a), or a Shelf Registration Statement demanded under this Section 2(a) becomes effective.
Demand Registration Right. Beginning after January 1, 2002, PharmaBio shall have the right to demand, by providing written notice to Scios (the “Demand Registration Right”), that Scios file a registration statement on Form S-3 to register Warrant Shares for resale by PharmaBio in an offering that is not underwritten (the “Registration Statement”) provided, however, that Scios shall not be obligated to effect such a registration more than once in any rolling twelve-month period or after two such registrations have been effected. Scios agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission (“SEC”) within 30 days of receipt of PharmaBio’s notice of its exercise of the Demand Registration Right and (ii) to obtain the effectiveness of the Registration Statement within 90 days of receipt of such notice, and to keep such Registration Statement continuously effective under the Securities Act until such time as the earlier to occur of 180 days, or until the holder’s have completed the distribution described in such Registration Statement. PharmaBio agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the “Notice”) by Scios that the Registration Statement must be amended or supplemented.