Common use of Form S-1 Registration Clause in Contracts

Form S-1 Registration. Subject to the terms and conditions of this Article III, any 5% Stockholder, shall have the right to submit a Registration Demand to effect the registration on Form S-1 (or any successor form) of all or any portion of the Registrable Securities held by such Stockholders; provided, that the 5% Stockholders, shall, collectively, be limited to three (3) such Registration Demands. Any registration pursuant to such a Registration Demand may, if so requested in the underlying Registration Demand, be a “shelf” registration for an offering of Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any successor rule that is subsequently adopted by the SEC). For the avoidance of doubt, the Company shall not be required to effect a registration of Registrable Securities pursuant to this Section 3.1(c) if the Company is preparing or has a Shelf Registration Statement on file with the SEC in accordance with Section 3.1(d).

Appears in 2 contracts

Sources: Stockholders Agreement (Thryv Holdings, Inc.), Stockholders Agreement (Thryv Holdings, Inc.)

Form S-1 Registration. Subject to the terms and conditions of this Article III, any 5% Stockholder, shall have the right to submit a Registration Demand to effect the registration on Form S-1 (or any successor form) of all or any portion of the Registrable Securities held by such Stockholders; provided, that the 5% Stockholders, shall, collectively, be limited to three (3) such Registration Demands. Any registration pursuant to such a Registration Demand may, if so requested in the underlying Registration Demand, be a “shelf” registration for an offering of Registrable Securities on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (or any successor rule that is subsequently adopted by the SEC). For the avoidance of doubt, the Company shall not be required to effect a registration of Registrable Securities pursuant to this Section 3.1(c) if the Company is preparing or has a Shelf Registration Statement on file with the SEC in accordance with Section 3.1(d).

Appears in 1 contract

Sources: Stockholders Agreement (Thryv Holdings, Inc.)