Form of Registration Clause Samples
The 'Form of Registration' clause defines the manner in which ownership of securities or assets will be recorded and maintained. Typically, this clause specifies whether the registration will be in the name of the investor, a nominee, or held in street name by a broker, and may outline the procedures for changing the form of registration. By clarifying how ownership is documented, this clause ensures transparency and reduces the risk of disputes regarding title or transfer of the registered asset.
Form of Registration. If the Company files the Initial Shelf on Form S-3 (a “Form S-3 Shelf”) and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall use its commercially reasonable efforts to file the Initial Shelf on Form S-1 as promptly as practicable to replace the shelf registration statement that is on Form S-3 and have the Initial Shelf declared effective as promptly as practicable and to cause such Initial Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Initial Shelf is available or, if not available, that another Registration Statement is available, for the public resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities.
Form of Registration. The Demand Registration will be on Form S-3 whenever the Company is permitted to use the form, unless the holders of a Majority of the Registrable Securities or the underwriter reasonably request registration on an expanded form; provided, however, that no more than two Demand Registrations will be on Form S-1. The Company will use its reasonable best efforts to qualify for registration on Form S-3.
Form of Registration. The Company shall register the Registrable Securities on an appropriate form (which shall be a short form to the extent available) reasonably acceptable to the holders of a majority of the Registrable Securities requested to be included.
Form of Registration. Rights Agreement Exhibit I.............Form of Corporate Governance Agreement Exhibit J.............Form of Stanford Officer's Certificate Exhibit K.............Form of Company Legal Opinion Exhibit L.............
Form of Registration. The Company shall be entitled to use a Form S-3 or any similar short form registration statement for a Demand Registration if the Company is eligible to use such a form. Notwithstanding anything to the contrary herein, if at any time the Company is not eligible to use a Form S-3 or any similar short form registration statement for any reason, any references in this Agreement to registrations on Form S-3 or any similar short form registration statement shall be deemed to be references to registrations on Form S-1 or any similar long form registration statement which the Company is then eligible to use.
Form of Registration. Notwithstanding anything to the contrary herein, if at any time after the first anniversary of the Company's Initial Public Offering the Company is not eligible to use a Form S-3 or any similar short form registration statement because of the Company's failure to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended, any references in this Agreement to registrations on Form S-3 or any similar short form registration statement shall be deemed to be references to registrations on Form S-l or any similar long form registration statement which the Company is then eligible to use.
Form of Registration. In the event a hearing for the California Permit is not granted by the California Department of Corporations by May 1, 2000 or such Department issues a determination against granting a hearing prior to that date, the Buyer and the Company will promptly commence preparation of an S-4 pursuant to Section 7.11(b). If a hearing is denied at a later date or the hearing held but the California Permit not issued, the parties agree to consult and seek to reach agreement upon an alternative form of registration, such as a resale prospectus under Form S-3, that provides liquidity at least equivalent (as to amount and timing) for Company stockholders to the liquidity that would have been provided by a California Permit, but on a more cost-effective but substantially as timely basis than an S-4, if available, and otherwise the parties will promptly commence the preparation of an S-4.
Form of Registration. The Company shall not be required to include Registrable Stock in the securities covered by a registration statement on any form which limits the amount of securities which may be registered by the issuer and/or selling security holders, if, and to the extent that such inclusion would make the use of such form unavailable, so long as no other shares are to be included in such securities for the account of any Person other than the Company.
Form of Registration. Rights Agreement 7.1(h). . . . . . . . . . . . . . . . . . . . . . . . . .Form of Lock-up Letter 7.2(c). . . . . . . . . . . . . . . . . . . . . . . . . . . EnSys Legal Opinion 7.3(c). . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form of Registration. Demand Registrations will be on Form S-3; provided, that, if the Company is a “well-known seasoned issuer” (as defined in Rule 405 under the ▇▇▇▇ ▇▇▇) at the time of the Demand Registration Request, the Company shall use its reasonable best efforts to file the Demand Registration as an “automatic shelf registration statement” (as defined in Rule 405 under the 1933 Act). Notwithstanding the foregoing, in the event that Form S-3 is not available for the registration of the resale of the Registrable Securities hereunder, the Company shall (i) register the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the holders of two-thirds (2/3) of the Registrable Securities requested to be included in the Demand Registration, and (ii) undertake to register the Registrable Securities included in the Demand Registration on Form S-3 (by post-effective amendment to the existing Registration Statement or otherwise) as soon as such form is available; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Form S-3 covering the Registrable Securities has been declared effective by the SEC. If a Demand Registration is to be an underwritten public offering, and if the underwriters for marketing or other reasons request the inclusion in the Registration Statement of information which is not required under the 1933 Act to be included in a Registration Statement on the applicable form for the Demand Registration, the Company will provide such information as may be reasonably requested for inclusion by the underwriters in such Registration Statement.