Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4: (i) if Form S-3 is not available for such offering by the Holders; or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or (iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; (iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or (v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 2 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Forty Seven, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if iii)if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 45 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right or the similar right set forth in Section 1.2(c) more than twice in any 12 12-month period; or
(v) if iv)if the Company has, within the 12 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Surgiquest Inc), Investors’ Rights Agreement (Surgiquest Inc)
Form S-3 Registration. In case the Company Corporation shall receive from any Holder or Holders of not less than 25% of the Registrable Securities then outstanding a written request or requests that the Company Corporation effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company Corporation will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the CompanyCorporation; provided, however, that the Company Corporation shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company Corporation entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of $1,000,000 or less or under circumstances in which it would not reasonably be expected that the shares could immediately be sold to the public for an aggregate price to the public of more than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company Corporation shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company Corporation stating that in the good faith judgment of the BoardBoard of Directors of the Corporation, it would be seriously detrimental to the Company Corporation and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company Corporation shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 90 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such the Corporation shall not utilize this right to delay a request shall be exercised by or the Company not similar right set forth in Section 1.2(c) more than twice once in any 12 12-month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(viiv) in any particular jurisdiction in which the Company Corporation would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Corporation is already qualified to do business or subject to service of process in that jurisdiction; or (v) during the period ending 180 days after the effective date of a Qualified IPO.
(c) Subject to the foregoing, the Company Corporation shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 2 contracts
Sources: Investor Rights Agreement (KonaRed Corp), Investor Rights Agreement (Willsey Gregory Thomas)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month period and provided further, that the Company shall not register any securities for the account of itself or any other stockholder during such 60-day period; or;
(viv) if the Company has, within the 12 six-month period preceding the date of such request, already effected two one (21) registrations registration on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business business, where not otherwise required, or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this 1.2 or Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.3.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Ardelyx, Inc.), Investors’ Rights Agreement (Ardelyx, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least three hundred thousand (300,000) shares of Registrable Securities then outstanding (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its best efforts to effect as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4section 1.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or;
(viv) if the Company has, within the 12 six (6) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Adexa Inc), Investors' Rights Agreement (Adexa Inc)
Form S-3 Registration. In case the Company shall receive from --------------------- any Holder or Holders of not less than fifty percent (50%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; andHolders;
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.2:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or500,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 90 days after receipt of the request of the Holder or Holders under this Section 2.41.2; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice in any 12 twelve month period;
(iv) if the Company has already effected a registration on Form S-3 for the Holders; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
(c) Subject to the foregoing, the Company shall file a registration statement on Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable promptly after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses expenses incurred in connection with registrations a registration requested pursuant to this Section 2.4 after the first two 1.2, including (2without limitation) registrations all registration, filing, qualification, printer and accounting fees shall be paid borne by the selling Holders pro rata in proportion Company. The Company shall not be required to pay any underwriters' or brokers' fees, discounts or commissions relating to the number Registrable Securities, or the fees or expenses of shares separate counsel to be sold by each such Holder in any such registrationthe selling Holders.
Appears in 2 contracts
Sources: Registration Rights Agreement (Active Software Inc), Registration Rights Agreement (Active Software Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least 20% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 90 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 12-month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (v) during the period ending 90 days after the effective date of a registration statement subject to Section 1.3.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Tracon Pharmaceuticals, Inc.), Investors’ Rights Agreement (Tracon Pharmaceuticals, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities VS Investor a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder Investor or HoldersInvestors (a "Form S-3 Registration"), the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders Investors of Registrable Securities; and
(b) as soon as practicable, effect prepare and file and use its reasonable best efforts to cause to become effective such registration and all such qualifications and compliances as may be so requested and statement as would permit or facilitate the sale and distribution from time to time, of all or such portion of such Holder’s Investor's or Holders’ Investors' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Investor or Holders Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to any S-3 Suspension Period(s) referred to below); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance registrations pursuant to this Section 2.45:
(i) if Form S-3 is not available for such offering by the Holders; orInvestors;
(ii) if the HoldersInvestors, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than two million dollars ($1,000,000; or2,000,000);
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder Investor or Holders Investors pursuant to this Section 2.45, the Company gives notice to such Holder Investor or Holders Investors of the Company’s 's intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statementregistration statement on Forms S-4, S-8 or another form not available for registering the Registrable ▇▇▇▇▇▇▇ies for sale to the public;
(iv) if the Company shall furnish to the Holders Investors a certificate signed by the Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder Investor or Holders Investors under this Section 2.45; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders Investors pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance5.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the HoldersInvestors. Registrations effected pursuant to this Section 2.4 5 shall not be counted as demands a demand for registration or registrations effected pursuant to Section 2.22. All Each Form S-3 Registration Expenses incurred Statement shall specify the intended methods of distribution of the subject Registrable Securities, which in connection no event shall include underwritten offerings, whether on a firm commitment or best efforts basis. The Company use its reasonable efforts to cause the resale prospectus in such Form S-3 Registration to be supplemented by any required prospectus supplement (subject to any S-3 Suspension Period(s) referred to below) during the 180 day period following initial effectiveness; provided, however, that with registrations requested respect to Registrable Securities registered pursuant to this Section 2.4 such Form S-3 Registration Statement, each VS Investor agrees that it will not enter into any transaction for the sale of any Registrable Securities pursuant to such registration statement during the time after the first two furnishing of the Company's notice that the Company is preparing a supplement to such resale prospectus or Form S-3 Registration Statement and until the filing and effectiveness thereof.
(2d) registrations The Company may, by notice in writing to each Investor, require Investors to suspend use of any resale prospectus included in a Form S-3 Registration for a reasonable time period (each such period, an "S-3 Suspension Period"), provided that all such suspensions shall not exceed one hundred twenty (120) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such continued use would require disclosure of a material financing, acquisition or other corporate transaction or development, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for suspending such continued use. In the event of each Suspension Period, the period of the Company's obligation to maintain the effectiveness of such Form S-3 Registration shall be paid by the selling Holders pro rata in proportion extended for a period equal to the number of shares days elapsed during such S-3 Suspension Period.
(e) Each Investor agrees that, upon receipt of notice from the Company of the commencement of an S-3 Suspension Period (an "S-3 Suspension Notice"), such Investor will forthwith discontinue any disposition of Registrable Securities pursuant to be sold the Form S-3 Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the S-3 Suspension Period and (ii) such Investor's receipt of a notice from the Company to the effect that such suspension has terminated. If so directed by each the Company, such Holder Investor will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in any such registration.Investor's possession, of the most recent resale prospectus covering such Registrable Securities at the time of receipt of such S-3
Appears in 2 contracts
Sources: Merger Agreement (Omniture, Inc.), Merger Agreement (Websidestory Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least thirty percent (30%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 is not available for use by the Company with respect to such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or750,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or;
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (HouseValues, Inc.), Investors’ Rights Agreement (HouseValues, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least twenty-five percent (25%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement , and any related qualification or compliance compliance, with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated obligated’ to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish furnishes to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or;
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Vitae Pharmaceuticals, Inc), Investors’ Rights Agreement (Vitae Pharmaceuticals, Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of (i) at least a majority of Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock then outstanding or (ii) at least a majority of Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock then outstanding (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly within ten (10) days after receipt of such written request, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or5,000,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders Initiating Holders, provided that in such event, the Initiating Holder(s) initially requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as one of the permitted registrations under this Section 2.4; provided, 1.4 and the Company shall pay all registration expenses in connection with such registration provided further that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or
(viv) if the Company has, has (a) within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
1.4, (vib) solely in any particular jurisdiction the case of the holders of Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock, already effected five (5) registrations on Form S-3 pursuant to clause (i) of the first sentence of this Section 1.4, or (c) solely in which the Company would be required case of the holders of Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock, already effected five (5) registrations on Form S-3 pursuant to qualify to do business or to execute a general consent to service clause (ii) of process in effecting such registration, qualification or compliancethe first sentence of this Section 1.4.
(c) If the S-3 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. After the Company has become subject to the reporting requirements of the 1934 Act, the Company shall use its reasonable best efforts to make short-form registrations on Form S-3 available for the sale of Registrable Securities. If the Company is qualified to and, pursuant to the request of any Investor, has filed with the SEC a registration statement under the Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Act as soon as practicable after filing, and once effective, the Company shall cause such Shelf Registration to remain effective for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold pursuant to such Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such Shelf Registration are able to be sold within a 90-day period in compliance with Rule 144 under the Act. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.2.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Qualtrics International Inc.), Investors’ Rights Agreement (Qualtrics International Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($1,000,000; 500,000), or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 twelve (12) month period; , or
(viv) if the Company has, within the 12 month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; , or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 2 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Roku, Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of not less than thirty percent (30%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than One Million Dollars ($1,000,000); or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred and twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or
(viv) if the Company has, within the 12 month period preceding the date of such request, has already effected two three (23) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 1.3.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersHolders (an “S-3 Request”), the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicablewithin thirty (30) days of receipt of the S-3 Request, effect file a registration statement and use its best efforts to cause such registration statement to become effective within thirty (30) days after filing and effect all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 90 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 12-month period; or
(viv) if the Company has, ,
5. within the 12 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
; or (cvi) Subject to during the foregoing, period ending 180 days after the Company shall file effective date of a Form S-3 registration statement covering in the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt case of the requests Company’s initial public offering or ninety (90) days after the effective date of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for a registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with any subsequent public offering (excluding registrations requested pursuant in connection with employee benefit plans or Rule 145 transactions), subject to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.3.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000; ), or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the the
7. Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: License and Sublicense Agreement (ARCA Biopharma, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) business days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000; or);
(iii) if within 30 thirty (30) calendar days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) calendar days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Company Board of Directors stating that in the good faith judgment of the BoardBoard of Directors, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) calendar days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 twelve (12) month period; or;
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case If the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.12: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than two million dollars ($1,000,0002,000,000); or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good good-faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 to exceed ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, 1.12 provided that such right to delay a request shall may not be exercised by the Company not more than twice once in any 12 twelve (12) month period; or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two one (21) registrations registration on Form S-3 for the Holders pursuant to this Section 2.41.12; or
or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) . Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with registrations requested pursuant to this Section 1.12, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the fees and expenses of counsel to the Company and fees and expenses of counsel to the Holders, but excluding any underwriters’ discounts or commissions, associated with Registrable Securities, shall be borne pro rata by the participating Holders. Registrations effected pursuant to this Section 2.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.21.2 or Section 1.3. All Registration Expenses incurred in connection with registrations requested The Company shall not be obligated to effect any registration pursuant to this Section 2.4 after 1.12 if the first two (2) registrations shall be paid by the selling Holders pro rata in proportion Company delivers to the number Holders requesting registration under this Section 1.12 an opinion, in form and substance reasonably acceptable to such Holders, of shares counsel reasonably satisfactory to such Holders, that all Registrable Securities so requested to be registered may be sold by each such Holder in any such registrationor transferred pursuant to Rule 144 under the Act.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Amyris Biotechnologies Inc)
Form S-3 Registration. In case the Company shall receive from any Holder Series B Holders or Series C Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder holder or Holdersholders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Series B Holders of Registrable Securitiesor Series C Holders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Series B or Series C Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Series B or Series C (as the case may be) Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
: (i) if Form S-3 is not available for such offering by the Series B or Series C Holders; or
(ii) if the Series B or Series C Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,0005,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Series B or Series C Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 90 days after receipt of the request of the Series B or Series C Holder or Holders under this Section 2.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or
(viv) if the Company has, within the 12 six (6) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for the Holders such holders pursuant to this Section 2.42.4 or within six (6) months of the effective date of another registration; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.3.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Series B or Series C Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.2 or 2.3, respectively.
(d) Subject to the proviso in Section 2.2. All Registration Expenses incurred in connection with registrations requested 2.2(d)(iii), the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.4 after the first Company has effected two (2) registrations initiated by the holders of a majority of the Registrable Securities held by the Series B Holders and two (2) registrations initiated by the holders of a majority of the Registrable Securities held by the Series C Holders pursuant to this Section 2.4. If the registration is to be underwritten, the underwriter will be selected by the Company subject to the prior written consent of Ohio Valley Venture Fund LP, if participating (in the case of the Series B Holders) and Cascade Investment L.L.C., if participating (in the case of the Series C Holders), which consent shall not be unreasonably withheld; provided, however, that no such consent shall be paid by required if the selling Company selects a nationally recognized underwriter with demonstrable, pharmaceutical and/or biotechnology industry-specific expertise and experience. If Series B Holders pro rata in proportion or Series C Holders (as applicable) are not able to the number sell at least 85% of shares their Registrable Securities proposed to be sold by each such Holder in any such registrationsold, then the transaction shall not be deemed a registration for purposes of Section 2.4(d) hereof.
Appears in 1 contract
Sources: Investors' Rights Agreement (Pain Therapeutics Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all commercially reasonable best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4section 1.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or2,000,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; providedInitiating Holders, provided that such right to delay a request shall be exercised by the Company not more than twice once in any 12 month period; ortwelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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);
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) If 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of not less than ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President or other executive officer of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this deferral right more than twice once in any 12 twelve month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (v) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 1.3.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders holding at least 10% of the Registrable Securities then outstanding and held by (i) the Series C Investors, (ii) the Series D Investors, (iii) the Series E Investors or (iv) the Series F Investors a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
section 1.12 (i) if Form S-3 (or a successor form) is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,0002,500,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) days after receipt of the request of the Holder or Holders under this Section 2.41.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 month twelve (12)-month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (v) if the Company has, within a twelve (12)-month period preceding such request, already effected two registrations on Form S-3 for the holders pursuant to this Section 1.12.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 1.12, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder (selected by Holders of a majority of the Registrable Securities included in such registration) but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.2 or 1.3, respectively.
Appears in 1 contract
Sources: Investors’ Rights Agreement (GCT Semiconductor Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000; or);
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Company Board, if any and, if none, by the majority of members of the Board then in office, stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or;
(v) if the Company has, within the 12 month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.42.4 within the twelve (12) month period preceding the date of such request; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case After the first public offering of its securities registered under the Securities Act, the Company shall receive from any Holder or Holders of use its best efforts to qualify and remain qualified to register Registrable Securities a written request or requests that the Company effect pursuant to a registration statement on Form S-3 (or any successor form) under the Securities Act. A Holder of Registrable Securities anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of $500,000 shall have the right to require the Company to file registration statements, including a shelf registration statement, and if the Company is a “well known seasoned issuer”, an automatic shelf registration statement, on Form S-3) S-3 or any similar short-successor form registration statement and any related qualification or compliance with respect to under the Securities Act covering all or a any part of their and their affiliates’ Registrable Securities, by delivering a written request therefor to the Company. Such request shall state the number of shares of Registrable Securities owned to be disposed of and the intended method of disposition of such shares by such Holder or Holders, the . The Company will:
(a) promptly shall give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance a request for registration pursuant to this Section 2.4:
2.4 and such Holders of Registrable Securities shall then have thirty (i30) if days to notify the Company in writing of their desire to participate in the registration. The Company shall use its best efforts to effect promptly the registration statement registering all shares on Form S-3 (or a comparable successor form) to the extent requested by such Holders. The Company shall use its best efforts to keep such registration statement effective until the earlier of 90 days or until such Holders have completed the distribution described in such registration statement. Notwithstanding the foregoing, to the extent that registration on Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to that has requested registration under this Section 2.4, the Company gives notice shall use commercially reasonable efforts to effect such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the registration on Form S-1. The Company shall furnish not be required to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not effect more than 120 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to under this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationtwelve (12) month period.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of greater than thirty percent (30%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month period; or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.such
Appears in 1 contract
Sources: Investors' Rights Agreement
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than five million dollars ($1,000,000; 5,000,000), or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such the right to delay a request under Section 2.2(c)(v) and this Section 2.4(b)(iv) shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or,
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations registration statements on Form S-3 for the Holders pursuant to this Section 2.4; , or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Investor Rights Agreement (Revance Therapeutics, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder one --------------------- or more Holders of at least twenty percent (20%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to -------- ------- effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of Chairman of the Board of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least twenty percent (20%) (subject to the Regulatory Voting Restriction) of the Registrable Securities (for purposes of this Section 2.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.42.3:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4S-3 Initiating Holders; provided, provided that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or;
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or2.3;
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within ninety (90) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 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 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 2.4 2.3 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to 2.1 of this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationAgreement.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any a Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement (an “S-3 Request”) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly shall, within 10 days of the receipt thereof, give written notice of the proposed registrationsuch request to all Holders, and any related qualification or compliancesubject to the limitations of this Section 2.4, use its best efforts to all other Holders of Registrable Securities; and
(b) effect, as soon as practicablepracticable but in any event within 30 days after receipt of the S-3 Request, effect such the registration and all such qualifications and compliances as may be so requested and as would permit or facilitate under the sale and distribution Securities Act of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all that the Holder or such portion of the Registrable Securities Holders request to be registered and of any other Holder or Holders joining in such request (as are is specified in a written request given by each such Holder received by the Company within fifteen (15) 20 days after receipt delivery of such written notice from the Company; provided, however, that the S-3 Request). The Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(ia) if Form S-3 (or any successor or similar short-form registration statement) is not available to the Company for such offering by the Holders; or;
(iib) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or500,000;
(iiic) if within 30 days of receipt of a written request from any a Holder or Holders pursuant to this the first paragraph of Section 2.42.2, the Company gives notice to such Holder or the Holders of the Company’s intention to make a public offering within 90 daysdays to which Section 2.3 will apply, other than pursuant provided the Company continues to a Special Registration Statementuse good faith efforts to effect such public offering;
(ivd) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 90 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 12-month period; or;
(ve) if the Company has, within the 12 month period preceding the date of such request, has already effected two (2) registrations on Form S-3 in such calendar year for the Holders pursuant to this Section 2.4; or
(vif) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute for the first time a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to , except as otherwise required by the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the HoldersAct. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000; ), or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 twelve (12) month period; , or
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; , or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two three (23) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationHolder.
Appears in 1 contract
Sources: Investor Rights Agreement (Reliant Technologies Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Five Hundred Thousand Dollars ($1,000,000; 500,000), or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s 's intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case If the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from any Holder or Holders of Registrable Securities a Purchaser and its permitted transferees (the "S-3 INITIATING HOLDERS") a written request or requests that the Company effect a registration on such Form S-3 (or any successor pursuant to Form S-3) or any similar short-form registration statement Rule 415 of the Securities Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (PROVIDED, THAT the S-3 Initiating Holders registering Registrable Securities in such Holder or Holdersregistration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than $1,000,000), the Company will:
shall (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders holders of Registrable Securities; and
and (bii) as soon as practicable, use reasonable best efforts to file and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders holder in the group of holders joining in such request as are is specified in a written request given within fifteen (15) days after the holder's receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect . No registration requested by any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Initiating Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make 1.3 shall be deemed a public offering within 90 days, other than registration pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder Sections 1.1 or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance1.2.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least thirty percent (30%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(bii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
2.3 (ia) if Form S-3 is not available to the Company for such offering by the Holders; or
, (iib) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($1,000,000; or
), (iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(ivc) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided2.3, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or
(vd) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations a registration on Form S-3 for the Holders pursuant to this Section 2.4; or
2.3, or (vie) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(ciii) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 The Company shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses pay all expenses incurred in connection with any registrations requested pursuant to this Section 2.4 after 2.3 (excluding underwriters' discounts and commissions, any broker's fees and any transfer taxes relating to the first two (2) registrations disposition of the Registrable Securities, which shall be paid by the selling Holders pro rata in proportion to rata), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the number Company, and the reasonable fees and disbursements of shares to be sold by each such a single counsel for the selling Holder in any such registrationor Holders.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders holders of Registrable Securitiesregistrable securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities registrable securities of any other Holder holder or Holders holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.42.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000; ), or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or the Holders pursuant to this Section 2.4Section, the Company gives notice to such Holder or the Holders of the Company’s 's intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(v) if the Company has, within the 12 month period preceding the date of such request, has already effected two one (21) registrations registration on Form S-3 for the Holders pursuant to this Section 2.4; 2.3, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Notwithstanding the foregoing, in the event that the Holder or Holders of Registrable Securities request the withdrawal of a registration being made pursuant to this Section 2.3 and, in such withdrawal request, the Holder(s) state that it first learned (within seven (7) days of the date of such withdrawal request) of a Material Adverse Event (which is specified in reasonable detail in such withdrawal request) not known to the Holder(s) at the time of its request for registration of their Registrable Securities pursuant to this Section 2.3, then the Holder(s) shall retain its rights to request registration pursuant to this Section 2.3 as if it had not previously requested registration hereunder.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Axys Pharmecueticals Inc)
Form S-3 Registration. In case the Company shall receive from any Demand Holder or Holders of Registrable Securities Series B Holder a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Demand Holders of and Series B Holders which hold Registrable Securities; and
(b) the Company shall keep such Form S-3 registration effective for a period of at least ninety (90) days or until the Holder or Holders have completed the distribution described in the Form S-3 registration statement relating thereto, whichever first occurs; and
(c) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ holders' Registrable Securities as are specified in such request, together with all or such portion of the Demand Shares and Series B Conversion Shares, which are Registrable Securities Securities, of any other Demand Holder or Holders Series B Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Demand Holders or Series B Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities Securities, and such other securities (if any) at an aggregate price to the public of less than $1,000,000; 500,000, or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders such holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the initial request of the Demand Holder or Holders Series B Holder under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(viv) if the Company has, within the 12 month period preceding the date of twelve (12) months prior to such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; , or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, or
(vi) if within thirty (30) days of receipt of a written request from a Demand Holder or a Series B Holder pursuant to this Section 2.4, the Company gives notice to the Demand Holders and Series B Holders, which hold Registrable Securities, of the Company's intention to file a registration statement covering the Company's Series B Common Stock within ninety (90) days and does so file within said 90-day period and makes reasonable good faith efforts to cause such registration to become effective.
(cd) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2such holders. All such Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders holders pro rata in proportion to the number of shares sold by each.
(e) If a Form S-3 registration hereunder is to be sold by each an underwritten offering, then such Holder in any such registrationunderwritten Form S-3 offering must comply with the requirements of Section 2.2 hereof.
Appears in 1 contract
Sources: Investor Rights Agreement (Firstworld Communications Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of not less than twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement forms which may be promulgated in the future and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.12: (i1) if Form S-3 (or such similar form(s) which may be promulgated in the future) is not available for such offering by the Holders; or
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,0002,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.41.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or
or (v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject in such jurisdiction and except as may be required by law.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested Sections 1.2 or 1.3, respectively.
(d) If the Holders initiating the registration request pursuant to this Section 2.4 after 1.12 (“S-3 Initiating Holders”) intend to distribute the first two 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 1.12 and the Company shall include such information in the written notice referred to in subsection 1.12(a). The underwriter will be selected by a majority in interest of the S-3 Initiating Holders (2based on Registrable Securities requested to be included) registrations and shall be paid reasonably acceptable to the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the selling S-3 Initiating Holders pro rata based on Registrable Securities requested to be included 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 proportion to subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.12, if the underwriter advises the S-3 Initiating Holders in writing that marketing factors require a limitation of the number of shares to be sold underwritten, then the S-3 Initiating Holders 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 among all Holders thereof, including the S-3 Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such Holder in any such registrationunderwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, use all commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000; or);
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s good faith intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration StatementStatement provided that such Holders were permitted to register such shares as requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof and provided further that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 twelve (12) month period; orperiod and provided further that the Company shall not register securities for the account of itself or any other stockholder during such 90 day period other than pursuant to a Special Registration Statement;
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; , or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests from the Holders (other than Nova Scotia) that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-short- form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ 's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.43.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,0003,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President and Chairman of the Board of Directors of the Company stating that that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.43.3; provided, that such that, the right to delay a request shall may be exercised by the Company not more than twice once in any 12 month twelve (12)-month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for All such registration or registrations effected pursuant to Section 2.2. All Registration Expenses expenses incurred in connection with registrations requested pursuant to this Section 2.4 3.3 after the first two three (23) registrations per calendar year shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationeach.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders who own at least 85% of the outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as is reasonably practicable, but in any event, no later than sixty (60) days after the Company receives a request therefore, use its reasonable best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
4: (i) if the Company does not qualify to use Form S-3; (ii) if Form S-3 is not available for such offering by the Holders; or
(iiiii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or
1,000,000 (iii) if within 30 days or if, in the reasonable good faith determination of receipt the Board of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders Directors of the Company’s intention , such Holders do not have a reasonable expectation that the Registrable Securities they propose to make a include in such registration would have an aggregate price to the public offering within 90 days, other than pursuant to a Special Registration Statement;
of at least such amount); (iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer an executive officer of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such timetime because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.44; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month period; or
(v) if the Company has, within the 12 (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.44; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vii) for a period of one hundred eighty (180) days after the effective date of a registration statement subject to Section 3.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Rab Enterprises Inc)
Form S-3 Registration. In case If the Company shall receive from any Holder or Holders of at least seventy five percent (75%) of the Registrable Securities Shares then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities Shares owned by such Holder or Holders, the Company willwill :
(a) a. promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) b. as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; providedprovided , however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:4.3: Holders, or
(i) if Form S-3 is not available for such offering by the Holders; orthe
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities Shares and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($1,000,000; 500,000), or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer chairman of the Board of the Company or its chief executive officer stating that in the good faith judgment of the BoardBoard of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.44.3; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two one (21) registrations registration on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance4.3.
(c) c. Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities Shares and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 4.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.24. All Registration Expenses incurred in connection with registrations requested pursuant to this 1 or Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration4.2, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; 5,000,000, or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President or the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; , or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or 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 Securities Act.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the requisite Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersHolder, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ 's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4SECTION 1.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the HoldersHolders of Registrable Securities, together with the holders Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one hundred thousand dollars ($1,000,000; or100,000);
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4SECTION 1.4, the Company gives notice to such Holder or Holders of the Company’s 's intention to make a public offering within 90 the next sixty (60) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company, or if there be none, by the Chief Executive Officer of the Company Officer, stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4SECTION 1.4; providedPROVIDED, that THAT such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or;
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for requested by the Holders of Registrable Securities pursuant to this Section 2.4SECTION 1.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) . Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 SECTION 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSECTION 1.2.
Appears in 1 contract
Sources: Loan and Stock Purchase Agreement (Autotradecenter Com Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders at least ten percent (10%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanyCompany pursuant to Section 2.4(a); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
: (i) if Form S-3 is not available under the Securities Act or rules or regulations promulgated thereunder for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000500,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that provided that, such right to delay a request shall defer the filing may be exercised by the Company not no more than twice once in any 12 month one-year period; or
(viv) if the Company has, within the 12 six (6) month period preceding the date of such request, already effected two one (21) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses such expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders (and any other selling stockholders pro rata in proportion with respect to their included shares, including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the number Company, and the reasonable fees and disbursements of shares to be sold by each such a single counsel for the selling Holder in any such registrationor Holders.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Air South Airlines Inc)
Form S-3 Registration. In case the Company shall receive --------------------- from any Holder or Holders of not less than twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(v) during the period ending one hundred eighty (180) days after the effective date of a registration subject to Section 1.3 hereof or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 1 contract
Sources: Investors' Rights Agreement (Flycast Communications Corp)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders owning in the aggregate at least thirty percent (30%) of the Non-Series E Registrable Securities or thirty percent (30%) of the Series E Registrable Securities then outstanding, a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
, (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000500,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 2.4, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 2.2 or 2.3.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any the Pequot Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holdersthe Pequot Holder, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
and (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such the Pequot Holder’s or Holders’ 's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
: (i) if Form S-3 is not available to the Company or for such offering by the Holders; or
Pequot Holder, or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, Pequot Holder propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than two million dollars ($1,000,000; or
2,000,000), or (iii) if within 30 thirty (30) days of receipt of a written request from any the Pequot Holder or Holders pursuant to this Section 2.4, the Company gives notice to such the Pequot Holder or Holders of the Company’s 's intention to make a public offering of Common Stock within 90 ninety (90) days, other than pursuant to a Special Registration Statement;
, or (iv) if the Company shall furnish to the Holders Pequot Holder a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Pequot Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or
, or (v) if the Company has, within the 12 month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders Pequot Holder pursuant to this Section 2.4; or
2.4 in any twelve (12) month period, or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Investors' Rights Agreement (Pequot Capital Management Inc/Ct/)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of greater than thirty percent (30%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month period; or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (v) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 1.3.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case If the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from any Holder or Holders of Registrable Securities a Purchaser and its permitted transferees (the "S-3 INITIATING HOLDERS") a written request or requests that the Company effect a registration on Form S-3 (or any successor to such Form S-3) or any similar short-form registration statement , including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such Holder or Holdersregistration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than $1,000,000), the Company will:
shall (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders holders of Registrable Securities; and
and (bii) as soon as practicable, use reasonable best efforts to file and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders holder in the group of holders joining in such request as are is specified in a written request given within fifteen (15) days after the holder's receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect . No registration requested by any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Initiating Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make 1.3 shall be deemed a public offering within 90 days, other than registration pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder Sections 1.1 or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance1.2.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case If the Company shall receive from any Holder or the Holders of Registrable Securities at least 17.5% of the shares of Preferred Stock (determined on an as converted basis) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given by such Holders within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.5:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or500,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.41.5; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or;
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.5, provided that, if, the Holders are required to pay the registration expenses of a withdrawn offering pursuant to Section 1.8, then such withdrawn offering shall count as an effected registration for purposes determining the number of registrations within the twelve (12) month period preceding the date of a request for registration under this Section 1.5; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or complianceunless the Company is already subject to service in such jurisdiction and except as may be required under the Act.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.5 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.21.3. All Registration Expenses incurred in connection with registrations requested In the event the Holders of Registrable Securities propose to offer the shares of Registrable Securities pursuant to this Section 2.4 after 1.5 by means of an underwriting, then the first two (2provisions of Section 1.3(c) registrations shall be paid by apply to all participants in the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationoffering.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Compellent Technologies Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities within thirty (if any30) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s good faith intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;, provided that such Holders are permitted to register such shares as requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof, provided, further, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or
(iviii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request under this Section 2.4(b)(iii) and under Section 2.2(c)(v) shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; , or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Investor Rights Agreement (Pacific Biosciences of California Inc)
Form S-3 Registration. In case At such time as the Company shall receive from any Holder or have qualified to effect a registration on Form S-3, (w) the Holders then holding at least twenty percent (20%) of the Series D Registrable Securities, (x) prior to a Holdings Liquidation, Holdings, (y) on and after a Holdings Liquidation, the Holders holding at least twenty percent (20%) of those Registrable Securities then outstanding that were distributed in respect of Series C Preferred Units in such Holdings Liquidation and (z) on and after a written Holdings Liquidation, the Holders holding at least twenty percent (20%) of those Registrable Securities then outstanding that were distributed in respect of Series B Preferred Units in such Holdings Liquidation shall have the right to request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersHolders (for purposes of this Section 1.4, the “Initiating Holders”) and the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4section 1.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; providedInitiating Holders, provided that such right to delay a request shall be exercised by the Company not more than twice once in any 12 month period; ortwelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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);
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(viiii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or
(iv) if the aggregate dollar value of the proposed sale of Registrable Securities is less than $5,000,000.
(c) If 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests request of the Initiating Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request from the Holders (other than Nova Scotia or requests Harpeth) that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ 's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.43.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,0003,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President and Chairman of the Board of Directors of the Company stating that that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.43.3; provided, that such that, the right to delay a request shall may be exercised by the Company not more than twice once in any 12 month twelve (12)-month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for All such registration or registrations effected pursuant to Section 2.2. All Registration Expenses expenses incurred in connection with registrations requested pursuant to this Section 2.4 3.3 after the first two three (23) registrations per calendar year shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationeach.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least twenty percent (20%) of the Registrable Securities (for purposes of this Section 2.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.42.3:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4S-3 Initiating Holders; provided, provided that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; orand provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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);
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or2.3;
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 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 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 2.4 2.3 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to 2.1 of this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationAgreement.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Singular Genomics Systems, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders who in the aggregate hold at least ten percent (10%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4section 1.4:
(i) if Form S-3 is not available for such offering by the Holders; orprovided, however, that after its Initial Offering the Company shall use its best efforts to qualify for registration on Form S-3 in accordance with Section 1.10 below;
(ii) if the Holders, together with the holders holders, of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or;
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities VS Investor a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder Investor or HoldersInvestors (a "Form S-3 Registration"), the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Holders Investors of Registrable Securities; and
(b) as soon as practicable, effect prepare and file and use its reasonable best efforts to cause to become effective such registration and all such qualifications and compliances as may be so requested and statement as would permit or facilitate the sale and distribution from time to time, of all or such portion of such Holder’s Investor's or Holders’ Investors' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder Investor or Holders Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (subject to any S-3 Suspension Period(s) referred to below); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance registrations pursuant to this Section 2.45:
(i) if Form S-3 is not available for such offering by the Holders; orInvestors;
(ii) if the HoldersInvestors, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than two million dollars ($1,000,000; or2,000,000);
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder Investor or Holders Investors pursuant to this Section 2.45, the Company gives notice to such Holder Investor or Holders Investors of the Company’s 's intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statementregistration statement on Forms S-4, S-8 or another form not available for registering the Registrabl▇ ▇▇▇▇▇▇ties for sale to the public;
(iv) if the Company shall furnish to the Holders Investors a certificate signed by the Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder Investor or Holders Investors under this Section 2.45; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders Investors pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance5.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the HoldersInvestors. Registrations effected pursuant to this Section 2.4 5 shall not be counted as demands a demand for registration or registrations effected pursuant to Section 2.22. All Each Form S-3 Registration Expenses incurred Statement shall specify the intended methods of distribution of the subject Registrable Securities, which in connection no event shall include underwritten offerings, whether on a firm commitment or best efforts basis. The Company use its reasonable efforts to cause the resale prospectus in such Form S-3 Registration to be supplemented by any required prospectus supplement (subject to any S-3 Suspension Period(s) referred to below) during the 180 day period following initial effectiveness; provided, however, that with registrations requested respect to Registrable Securities registered pursuant to this Section 2.4 such Form S-3 Registration Statement, each VS Investor agrees that it will not enter into any transaction for the sale of any Registrable Securities pursuant to such registration statement during the time after the first two furnishing of the Company's notice that the Company is preparing a supplement to such resale prospectus or Form S-3 Registration Statement and until the filing and effectiveness thereof.
(2d) registrations The Company may, by notice in writing to each Investor, require Investors to suspend use of any resale prospectus included in a Form S-3 Registration for a reasonable time period (each such period, an "S-3 Suspension Period"), provided that all such suspensions shall not exceed one hundred twenty (120) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such continued use would require disclosure of a material financing, acquisition or other corporate transaction or development, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for suspending such continued use. In the event of each Suspension Period, the period of the Company's obligation to maintain the effectiveness of such Form S-3 Registration shall be paid by the selling Holders pro rata in proportion extended for a period equal to the number of shares days elapsed during such S-3 Suspension Period.
(e) Each Investor agrees that, upon receipt of notice from the Company of the commencement of an S-3 Suspension Period (an "S-3 Suspension Notice"), such Investor will forthwith discontinue any disposition of Registrable Securities pursuant to be sold the Form S-3 Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the S-3 Suspension Period and (ii) such Investor's receipt of a notice from the Company to the effect that such suspension has terminated. If so directed by each the Company, such Holder Investor will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in any such registration.Investor's possession, of the most recent resale prospectus covering such Registrable Securities at the time of receipt of such S-3
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of twenty-five percent (25%) or more of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell on Form S-3 Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or;
(viv) if the Company has, within the 12 six (6) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for the Holders pursuant to this Section 2.41.4;
(v) after the Company has effected two (2) registrations on Form S-3 pursuant to this Section 1.4 in a twelve (12) month period and such registrations have been declared or ordered effective; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.2.
Appears in 1 contract
Sources: Investors' Rights Agreement (CreditCards.com, Inc.)
Form S-3 Registration. In case If the Company shall receive from any Holder or Holders of at least seventy five percent (75%) of the Registrable Securities Shares then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities Shares owned by such Holder or Holders, the Company will:
(a) a. promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) b. as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.47.3:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities Shares and such other securities (if any) at an aggregate price to the public of less than five hundred thousand dollars ($1,000,000; 500,000), or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer chairman of the Board of the Company or its chief executive officer stating that in the good faith judgment of the BoardBoard of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.47.3; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two one (21) registrations registration on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance7.3.
(c) c. Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities Shares and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 7.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this 7.1 or Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration7.2, respectively.
Appears in 1 contract
Sources: Subscription and Purchase Agreement (Geospatial Holdings, Inc.)
Form S-3 Registration. In case the Company shall receive receive, at any time after 12 months after the closing of the IPO, from any Holder or Holders of Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request (collectively, the “Requesting Holders”) as are specified in a written request given within fifteen (15) days after receipt of such written notice from by the CompanyCompany in accordance with Section 4.5; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
2.3: (i1) if Form S-3 is not then available for such offering by the Holders; or
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, collectively propose to sell Registrable Securities and such other securities (if any) (A) at an aggregate price to the public of less than $1,000,000; or
15,000,000 or (iiiB) if within 30 days the Requesting Holders collectively hold less than an aggregate amount of receipt $15,000,000 in Registrable Securities, at an aggregate price to the public of a written request from any Holder or Holders pursuant to this Section 2.4, less than the Company gives notice to aggregate amount of Registrable Securities then held by such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
Requesting Holders; (iv3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, Board of Directors of the Company it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.42.3; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month periodperiod and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating to an employee benefit plan or transaction to which Rule 145 is applicable, a Registration Statement on Form ▇-▇, ▇-▇ or any successor form thereto or 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
or (v4) if the Company has, within the 12 month period preceding the date of such request, has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
2.3 during any one (vi1) in any particular jurisdiction in which the Company would be required to qualify to do business calendar year and such registrations have been declared or to execute a general consent to service of process in effecting such registration, qualification or complianceordered effective.
(c) Subject If the Initiating Holders intend to the foregoing, the Company shall file a Form S-3 registration statement covering distribute the Registrable Securities and other securities covered by their request by means of an underwriting, they shall so requested to be registered advise the Company as soon as practicable after receipt part of the requests of the Holders. Registrations effected their request made pursuant to this Section 2.4 2.3 and the Company shall not include such information in the written notice referred to in Section 2.3(a). The underwriter will be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid selected by the selling mutual agreement of a majority in interest of the Initiating Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.and the
Appears in 1 contract
Sources: Registration Rights Agreement (Installed Building Products, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least 30% of the Registrable Securities (the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such the S-3 Initiating Holder or S-3 Initiating Holders, the Company will:
(a1) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b2) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:2(c):
(i1) if Form S-3 is not available unavailable for such offering by the Holders; or;
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant , unless the Registrable Securities to this Section 2.4, be so registered are all the Company gives notice to such Holder or Holders of Registrable Securities held by the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration StatementS-3 Initiating Holders;
(iv3) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board or the Chief Executive Officer of the Company stating that in the good faith judgment of the BoardBoard of Managers of the Company, as evidenced by a duly adopted resolution of the Board of Managers of the Company, it would be seriously detrimental to the Company and its stockholders members for such registration on Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the S-3 Initiating Holder or S-3 Initiating Holders under this Section 2.42(c); provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve-month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi4) in any particular jurisdiction in which the Company would be required to qualify to do business business, subject itself to taxation measured by its income or revenues if the Company is not otherwise subject to such taxation in such jurisdiction or to execute a general consent to service of process in any such case in effecting such registration, qualification or compliance.
(c3) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the applicable Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. All expenses incurred by the Company in connection with a registration requested pursuant to Section 2(c), including (without limitation) all registration, filing, qualification, printer’s and accounting fees and reasonable fees and disbursements of a single counsel for all Holders, shall be borne by the Company. Registrations effected pursuant to this Section 2.4 2(c) shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2Sections 2(a) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationor 2(b), respectively.
Appears in 1 contract
Sources: Registration Rights Agreement (Inozyme Pharma, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a , part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, provided however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000; ), or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration StatementStatement provided that Holders were/are permitted to register Registrable Securities pursuant to Section 2.3 without reduction by any underwriter thereof;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; providedprovided however, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; , or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders owning in the aggregate at least the lesser of (i) twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the fair market value of the Registrable Securities held by such Holder(s) would exceed $2,000,000) or (ii) 250,000 Registrable Securities (adjusted to reflect subsequent stock splits, stock dividends or recapitalization), a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
3.12, (i1) if Form S-3 is not available for such offering by the Holders; or
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000500,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer president of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.43.12; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or
(v4) if the Company has, within the 12 six (6) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for the Holders pursuant to this Section 2.43.12; or
or (vi5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 3.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration; provided, however, that the Company shall bear any auditing expenses that shall be incurred in the normal course of business and shall bear all regular salary expenses of its employees. Registrations effected pursuant to this Section 2.4 3.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration3.2 or 3.3.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities representing not less than 500,000 shares of Common Stock (as adjusted for stock splits, stock dividends and stock combinations) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(bi) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or
(iv) after the Company has effected two (2) registrations pursuant to this Section 1.4 and such registrations have been declared or ordered effective; (v) if the Company has, within the 12 six (6) month period preceding the date of such request, already effected two (2) registrations a registration on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vii) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 1.3.
(cb) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of not less than 25% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersHolders (or a lesser percent if the anticipated aggregate offering price, net of underwriting commissions and discounts, would exceed $10,000,000), the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all reasonable best efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,0002,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 90 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right or the similar right set forth in Section 1.2(c) more than twice once in any 12 12-month period; or
(viv) if the Company has, within the 12 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 1 contract
Sources: Investors’ Rights Agreement (BrightSource Energy Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders who, individually or together with its or their Affiliates, own not less than five hundred thousand (500,000) shares of Registrable Securities Securities, a written request or requests that the Company effect a registration, including a registration of securities to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than two million dollars ($1,000,000; or2,000,000);
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s 's good faith intention to make a public offering within 90 days, ninety (90) days (other than pursuant to a Special Registration Statementregistration statement relating to employee benefit plan(s) or with respect to a corporate reorganization or other transaction under Rule 145 of the Securities Act);
(iv) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or;
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000; ), or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;, provided that such Holders will be permitted to register such shares in such public offering as requested to be registered pursuant to Section 2.3 hereof without reduction by the underwriter thereof, or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Company Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of Registrable Securities at least twenty percent (20%) of the outstanding Series A Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock, voting together on an as-converted basis (or Common Stock issuable upon conversion of the Series A Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock or any combination thereof) (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or15,000,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; providedS-3 Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or, and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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);
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or1.4;
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already subject to service of process in such jurisdiction and except as may be required under the Act;
(vi) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or
(vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.2.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Chime Financial, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least fifteen percent (15%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor pursuant to Form S-3) or any similar short-form registration statement Rule 415 under the Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or500,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 forty-five (45) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right or the right set forth in Section 1.2(c)(v) more than twice once in any 12 twelve (12) month period; or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or1.4.
(viv) in any particular jurisdiction state in which under relevant Blue Sky laws the Company would be required to qualify to do business or 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 under the Act.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Investors' Rights Agreement (Globespan Semiconductor Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of the Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4section 1.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or5,000,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; providedInitiating Holders, provided that such right to delay a request shall be exercised by the Company not more than twice once in any 12 month period; ortwelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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);
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) If 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.2.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Qlik Technologies Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement , and any related qualification or compliance compliance, with respect to all or a part Registrable Shares where the aggregate net proceeds from the sale of the such Registrable Securities owned by such Holder or HoldersShares equals at least Five Hundred Thousand United States dollars ($500,000), the Company will:
will within twenty (a20) promptly days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, and include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of Registrable Securities; and
(b) as soon as practicablethe Company's notice. Thereupon, the Company shall effect such registration under the Securities Act and all such qualifications and compliances 71 as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4, (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than Five Hundred Thousand United States dollars ($1,000,000500,000); or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the 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 of the Company it would be seriously detrimental to the Company and or its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month period; or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(v) 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 six (6) months 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 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; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
; (civ) Subject to the foregoing, Holders have previously required the Company shall to file a Form six (6) S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationregistrations.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4section 1.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or5,000,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; providedInitiating Holders, provided that such right to delay a request shall be exercised by the Company not more than twice once in any 12 month twelve (12)-month period; or;
(viv) if the Company has, within the 12 six (6) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) If 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2.
Appears in 1 contract
Form S-3 Registration. In case If the Company is eligible to use Form S-3 under the Securities Act (or any similar successor form) and shall receive from any Holder or Holders of Registrable Securities a Purchaser and its permitted transferees (the "S-3 Initiating Holders") a written request or requests that the Company effect a registration on Form S-3 (or any successor to such Form S-3) or any similar short-form registration statement , including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the S-3 Initiating Holders and its permitted transferees (provided, that the S-3 Initiating Holders registering Registrable Securities in such Holder registration (together with all other holders of Registrable Securities to be included in such registration) propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Form S-3 with respect to such Registrable Securities) to the public of no less than the lesser of $500,000 or Holdersthe remaining Registrable Securities), the Company will:
shall (ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders holders of Registrable Securities; and
and (bii) as soon as practicable, use reasonable best efforts to file and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ the Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders holder in the group of holders joining in such request as are is specified in a written request given within fifteen (15) days after the holder's receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect . No registration requested by any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Initiating Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request 1.3 shall be exercised by the Company not more than twice in any 12 month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute deemed a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.1.
Appears in 1 contract
Sources: Registration Rights Agreement (Electronic Game Card Inc)
Form S-3 Registration. In case (a) If the Company shall receive from any Holder or Initiating Holders of Registrable Securities a written request or requests that the Company effect a registration of all or part of their Registrable Securities on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, compliance to all other Holders of Registrable SecuritiesHolders; and
(bii) as soon as practicable, practicable use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request in accordance with the intended method of distribution set forth in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 20 days after receipt delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.42.3:
(iA) if Form S-3 is not available for such offering by the Holders; , or
(iiB) if if, in the Holders, together with the holders of any other securities good faith judgment of the Company entitled to inclusion in Board, such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price registration would be seriously detrimental to the public Company and the Board concludes, as a result, that it is essential to defer the filing of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4such registration statement at such time, and the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish thereafter delivers to the Initiating Holders a certificate certificate, signed by the President or Chief Executive Officer of the Company Company, stating that in the good faith judgment of the Board, Board it would be seriously detrimental to the Company and or its stockholders for such Form S-3 a registration statement to be effected at such timefiled in the near future, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Initiating Holders under this Section 2.42.3; provided, that such right to delay a request shall be exercised by the number of times that the Company delays a registration or registrations pursuant to Section 2.1(a)(iii) and this Section 2.3(a)(ii)(B) shall not more than twice exceed two (2) times in any 12 twelve (12) month period; , or
(vC) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance2.3.
(cb) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 2.4 2.3 shall not be counted as demands for registration registrations or registrations effected pursuant to Section 2.22.1. All Registration Expenses incurred in connection with registrations requested pursuant The Company may, subject to the remainder of this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion 2.3, elect to the number of shares to be sold by each such Holder include in any such registrationregistration authorized but unissued shares of Common Stock or shares of Common Stock held as treasury stock.
Appears in 1 contract
Sources: Registration Rights Agreement (Jazz Semiconductor Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or the Initiating Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and;
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.42.3:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; 3,000,000, or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.42.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 twelve (12) month period; , or
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; 2.3, or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration2.1.
Appears in 1 contract
Sources: Investor Rights Agreement (Hylete)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders who hold in excess of thirty percent (30%) of the Registrable Securities Securities, a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.11: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) )
8. if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000500,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 60 days (which may be extended by the Company for an additional 60 days if in the good faith judgment of the Board of Directors the serious detriment was continuing) after receipt of the request of the Holder or Holders under this Section 2.41.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month period; or
or (v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Series E Convertible Preferred Stock Purchase Agreement (Accentia Biopharmaceuticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of Registrable Securities at least twenty percent (20%) of the outstanding Series A Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock, voting together on an as-converted basis (or Common Stock issuable upon conversion of the Series A Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock or any combination thereof) (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or15,000,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; providedS-3 Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period, and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.1.4;
Appears in 1 contract
Sources: Investors’ Rights Agreement (Chime Financial, Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least twenty-five percent (25%) in interest of the Registrable Securities Securities, a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersSecurities, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such reasonable qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
12: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000300,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Officer, or other responsible officer, of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it including a majority of the directors designated by Purchasers, such registration would be seriously materially detrimental to the Company Company, and its stockholders for the Board of Directors of the Company, including a majority of the Directors designated by the Purchasers, concludes as a result that it is essential to defer the filling of such Form S-3 registration to be effected statement at such time, in which event then the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.412; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 12-month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
; (cv) Subject to the foregoing, if the Company shall file has, within 180 days preceding the date of such request, already effected a Form S-3 registration statement covering for the Registrable Securities and other securities so requested Holders pursuant to be registered as soon as practicable after receipt of Section 2, 3 or 12 or (vi) if the requests of the Holders. Registrations Company has already effected five registrations pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration12.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of proposing to sell Registrable Securities and such other securities (if any) a written request or requests that the Company effect a any registration on Form S-3 (or any successor to Form S-3) or any similar short-short form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders), the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such timefiled, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 100 days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right or the similar right set forth in Section 1.2(c) more than twice once in any 12 12-month period; or
(viv) if the Company has, within the 12 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Carmot Therapeutics Inc.)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to shares of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, if applicable, would exceed $1,000,000 all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
12: (i1) if Form S-3 is not available for such offering by the Holders; or
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.412; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month period; or
or (v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses expenses incurred in connection with the registrations requested pursuant to this Section 2.4 after the first two 12, (2exclusive of underwriting discounts and commissions and any fees and expenses of a special counsel to a selling shareholder) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Introgen Therapeutics Inc)
Form S-3 Registration. In case If, at any time on or after the date the Company qualifies to use Form S-3, the Company shall receive from any Holder one or more Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related blue sky or similar qualification or compliance with respect to all at least twenty-five percent (or a part lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) cause, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified to be registered for offering and sale on Form S-3 and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.41.5:
(i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or500,000;
(iiiii) if the Company has, within 30 days the twelve month period preceding the date of receipt of a written request from any Holder or such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement1.5;
(iviii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) days after receipt of the request of the Holder or Holders under this Section 2.41.5; provided that the Company shall not utilize this right more than once in any twelve month period; provided, further, that such right to delay a request shall be exercised by the Company shall not more than twice register shares for its own account during such sixty (60) day period, but such prohibition shall not apply to the registration of Company shares in any 12 month periodconnection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000; ), or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or,
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; , or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Investor Rights Agreement (Anthera Pharmaceuticals Inc)
Form S-3 Registration. In case the Company shall receive from any Holder of the then outstanding Series B1 Preferred Stock (or Holders of Registrable Securities Common Stock issuable upon conversion thereof), the then outstanding Series C Preferred Stock (or Common Stock issuable upon conversion thereof), the then outstanding Series D Preferred Stock and Series D1 Preferred Stock (or Common Stock issuable upon conversion thereof) or the then outstanding Series E Preferred Stock (or Common Stock issuable upon conversion thereof) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.12: (i1) if Form S-3 is not available for such offering by the Holders; or
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt provided further, however, that in the case of a written request from any Holder or Holders pursuant to this Section 2.4by the Series E Holders, the Company gives notice shall not be obligated to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in effect any 12 month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, pursuant to this Section 1.12: (1) if Form S-3 is not available for such offering by the Series E Holders; (2) if the Series E Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate gross price to the public of less than $3,000,000, or (3) the Company has effected two registrations during the prior twelve month period pursuant to this Section 1.12 in which the Series E Holders participated and such registrations have been declared or ordered effective.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne by the Company. Registrations effected pursuant to this Section 2.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 1 contract
Form S-3 Registration. (a) In case the Company shall receive from any Holder or Holders who own, in the aggregate, at least 30% of the outstanding shares of Registrable Securities Securities, a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(bii) as soon as practicable, practicable effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
section 1.10(a): (i1) if Form S-3 is not available for such offering by the Holders; or
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000500,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.41.10(a); provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 12-month period; or
(v4) if the Company has, within the 12 12-month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for the Holders pursuant to this Section 2.41.10(a); or
(vi5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(ciii) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant .
(b) In addition to the registration rights provided for in Sections 1.1, 1.2 and 1.10(a), the Note Warrant Investors with respect to any Registrable Securities issued or issuable upon exercise of any Note Warrants, the Bank with respect to any Registrable Securities issued or issuable upon exercise of any Bank Warrants, Alcatel with respect to any Registrable Securities issued or issuable upon any Alcatel Warrants and the Current Investors with respect to any Registrable Securities issued or issuable upon exercise or conversion of any Sprint Warrants, Sprint Debentures or 1999 Investor Debentures, as applicable (the Note Warrant Investors, the Bank, Alcatel and the Current Investors are referred to herein as the "Special Holders") shall be entitled, collectively, to one demand shelf-registration as provided in this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.21.10(b). All Registration Expenses incurred in connection with registrations requested pursuant to For the purposes of this Section 2.4 after 1.10(b), (1) the first two term "Special Shares" refers to shares of Common Stock of the Company that have been issued, or are issuable, upon exercise or conversion of any Note Warrants, Bank Warrants, Alcatel Warrants, Sprint Warrants, Sprint Debentures or 1999 Investor Debentures, as applicable (collectively, the "Special Instruments"), and (2) registrations a Special Holder shall be paid by the selling Holders pro rata in proportion deemed to own the number of shares Special Shares that are issuable upon the exercise of Special Investments owned by such Special Holder as well as the number of Special Shares that are currently issued and outstanding and owned by such Special Holder. In the event that, the Company shall receive from Special Holders that own, in the aggregate, a majority of the Special Shares a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to be sold all or a part of the Special Shares owned by each such Special Holder in any such registration.or Special Holders, the Company will:
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000; ), or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 2.2 or 2.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case After its initial public offering, the Company shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2.3 and subject to the conditions set forth in this Section 2.3, if the Company shall receive from any Holder or the Holders of at least thirty percent (30%) of the Registrable Securities (for purposes of this Section 2.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.42.3:
(i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement2,000,000;
(ivii) if the Company shall furnish to the all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company Board of Directors stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the such filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4S-3 Initiating Holders; provided, provided that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; orand provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, 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);
(viii) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or2.3;
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;
(v) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or
(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.
(c) If the S-3 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 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1).
(d) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 2.4 2.3 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to 2.1 of this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationAgreement.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least ten percent (10%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the CompanyCompany pursuant to Section 2.4(a); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
: (i) if Form S-3 is not available under the Securities Act or rules or regulations promulgated thereunder for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000500,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 thirty (30) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that provided that, such right to delay a request shall defer the filing may be exercised by the Company not no more than twice once in any 12 month one-year period; or
(viv) if the Company has, within the 12 six (6) month period preceding the date of such request, already effected two one (21) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses such expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders (and any other selling stockholders pro rata in proportion with respect to their included shares, including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the number Company, and the reasonable fees and disbursements of shares to be sold by each such a single counsel for the selling Holder in any such registrationor Holders.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Air South Airlines Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests from the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding on an as-converted basis that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that that
7. the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.43.3:
(i) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Initiating Holders pursuant to this Section 2.42.2(a), the Company gives notice to such Holder or the Holders of the Company’s intention 's intent to make a public offering within 90 ninety (90) days, other than pursuant to a Special Registration Statement;; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.43.3; provided, that such that, the right to delay a request under Section 3.1 and/or Section 3.3 shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance., except in jurisdictions in which the Company is already qualified to do business or subject to service of process; or
(cvi) Subject to the foregoing, if the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations has already effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by on Form S-3 (or any successor or similar form) for the selling Holders pro rata in proportion pursuant to the number of shares to be sold by each such Holder in any such registrationthis Section 3.3.
Appears in 1 contract
Form S-3 Registration. In After the Company has qualified for the use of Form S–3, in case the Company shall receive from any Holder or the Holders of at least ten percent (10%) of the then-outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance under applicable state securities laws with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; , or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion be included in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Three Million Dollars ($1,000,000; 3,000,000), or
(iii) if within 30 thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make commence a public offering within 90 sixty (60) days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, however, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(v) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; , or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations The Holders shall be entitled to an unlimited number of registrations under this Section 2.4 and registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Investor Rights Agreement (Prestwick Pharmaceuticals Inc)
Form S-3 Registration. Following the Company's Initial Public Offering, the Company will use its best efforts to qualify for an offering on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-short- form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(aA) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(bB) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(iI) if Form S-3 (or any successor or similar form) is not available for such offering by the Holders; , or
(iiII) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Five Hundred Thousand Dollars ($1,000,000; 500,000), or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(ivIII) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer Chairman of the Board of Directors of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement Registration Statement for a period of not more than 120 ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice once in any 12 twelve (12) month period; , or
(vIV) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; , or
(viV) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(cC) Subject to the foregoing, the Company shall file a Form S-3 registration statement Registration Statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Investors' Rights Agreement (Copper Mountain Networks Inc)
Form S-3 Registration. In case Following its IPO, the Company shall receive use all reasonable efforts to qualify for registration on Form S-3. If the Company receives from any the Holder or Holders who in the aggregate hold not less than 9,500,000 shares of the outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company willshall:
(a) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, requested registration to all other Holders of Registrable Securities; and
(b) as As soon as reasonably practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given writing within fifteen (15) 20 days after receipt of such the written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification qualification, or compliance pursuant to this Section 2.41.3:
(i) if Form S-3 is not available for such offering by the Holders; oroffering;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price (net of discounts and commissions) to the public of less than $1,000,000; or2,500,000;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer president or chief executive officer of the Company stating that in the good faith judgment of the Board, it would be seriously materially detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any 12-month period for a period of not more than 120 days after receipt of the request of the Holder or Initiating Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or1.3;
(viv) if the Company has, within the 12 12-month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.41.3; or
(viv) in any particular jurisdiction in which during the period starting with the date 30 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company initiated registration subject to Section 1.4; provided, that the Company would be required is actively employing in good faith all reasonable efforts to qualify to do business or to execute a general consent to service of process in effecting cause such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationbecome effective.
Appears in 1 contract
Form S-3 Registration. (a) In case the Company shall receive from any Holder or Holders who own, in the aggregate, at least 30% of the outstanding shares of Registrable Securities Securities, a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(bii) as soon as practicable, practicable effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
section 1.10(a): (i1) if Form S-3 is not available for such offering by the Holders; or
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000500,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.41.10(a); provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 12- month period; or
(v4) if the Company has, within the 12 12-month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for the Holders pursuant to this Section 2.41.10(a); or
(vi5) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(ciii) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant .
(b) In addition to the registration rights provided for in Sections 1.1, 1.2 and 1.10(a), the Note Warrant Investors with respect to any Registrable Securities issued or issuable upon exercise of any Note Warrants, the Bank with respect to any Registrable Securities issued or issuable upon exercise of any Bank Warrants, Alcatel with respect to any Registrable Securities issued or issuable upon any Alcatel Warrants and the Current Investors with respect to any Registrable Securities issued or issuable upon exercise or conversion of any Sprint Warrants, Sprint Debentures or 1999 Investor Debentures, as applicable (the Note Warrant Investors, the Bank, Alcatel and the Current Investors are referred to herein as the "Special Holders") shall be entitled, collectively, to one demand shelf-registration as provided in this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.21.10(b). All Registration Expenses incurred in connection with registrations requested pursuant to For the purposes of this Section 2.4 after 1.10(b), (1) the first two term "Special Shares" refers to shares of Common Stock of the Company that have been issued, or are issuable, upon exercise or conversion of any Note Warrants, Bank Warrants, Alcatel Warrants, Sprint Warrants, Sprint Debentures or 1999 Investor Debentures, as applicable (collectively, the "Special Instruments"), and (2) registrations a Special Holder shall be paid by the selling Holders pro rata in proportion deemed to own the number of shares Special Shares that are issuable upon the exercise of Special Investments owned by such Special Holder as well as the number of Special Shares that are currently issued and outstanding and owned by such Special Holder. In the event that, the Company shall receive from Special Holders that own, in the aggregate, a majority of the Special Shares a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to be sold all or a part of the Special Shares owned by each such Special Holder in any such registration.or Special Holders, the Company will:
Appears in 1 contract
Form S-3 Registration. Following its initial public offering, the Company shall use commercially reasonable efforts to qualify for registration on Form S-3 or its successor form or forms. In case the Company shall receive from any Holder or Holders of at least 30% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any a successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company willshall:
(a) promptly give written notice of the proposed registrationregistration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, use commercially reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given to the Company within fifteen (15) days after receipt of such written notice from the CompanyS-3 Notice is given; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance registration pursuant to this Section 2.42.3:
(i) if Form S-3 is not then available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to and requesting inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $US$1,000,000; or;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish furnishes to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good good-faith judgment of the BoardBoard of Directors, it would be seriously materially detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Initiating Holders under this Section 2.42.3; provided, however, that such right to delay a request shall be exercised by the Company shall not invoke this right more than twice once in any 12 twelve (12) month period; or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations one registration on Form S-3 for the Holders pursuant to this Section 2.42.3; or
(viv) in any particular jurisdiction in which during the Company would be required to qualify to do business or to execute period ending one hundred eighty (180) days after the effective date of a general consent to service of process in effecting such registration, qualification or complianceregistration effected under Section 2.2 hereof.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 2.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant 2.1.
(d) If the registration is for an underwritten offering, the provisions of Section 2.1(b) hereof shall apply to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Fallbrook Technologies Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or --------------------- Holders of at least twenty percent (20%) of the then outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any similar successor to Form S-3form) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.15: (i) if the Company is not qualified as a registrant entitled to use Form S-3 is not available for such offering by (or the Holdersapplicable successor form); or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than Five Hundred Thousand Dollars ($1,000,000500,000); or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.41.15; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month period; or
(viv) if the Company has, within the 12 month period preceding the date of such request, has already effected two (2) registrations a registration on Form S-3 for the Holders (or applicable successor form) pursuant to this Section 2.41.15 during the preceding twelve (12) months; or
or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) . Subject to the foregoing, the Company shall file and use its best efforts to bring effective a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In (a) At any time after the first anniversary of the Closing Date, in case the Company shall receive from any Holder or Holders who hold in excess of Registrable one percent (1%) of the Company's outstanding Common Stock (including the number of shares of Common Stock into which Convertible Securities may be converted) a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Registerable Securities owned by such Holder or Holderswith an anticipated aggregate offering price, net of discounts and commissions, of more than $2.5 million (a "Form S-3 Registration"), the Company will:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securitiesstockholders having registration rights, and such notice shall offer, subject to the terms and conditions hereof, each stockholder the opportunity to register shares as each stockholder may request on the same terms and conditions as the Holders' shares; and
(bii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ Registrable ' Registerable Securities as are specified in such request, together with all or such portion of the Registrable Registerable Securities of any other Holder or Holders stockholders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, provided that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
(i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not honor more than 120 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or
(v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations requests for registration on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holdersone year period. Registrations effected pursuant to this Section 2.4 2.3(a)(ii) shall not be counted as demands for registration or registrations effected pursuant to Section 2.22.1.
(b) If Holder or Holders so elect, the offering of such Registerable Securities pursuant to such Form S-3 Registration shall be in the form of an underwritten offering. All Registration Expenses incurred Holders shall have the right to appoint MS & Co. as the book-running and managing Underwriter in connection with registrations requested pursuant such offering and any additional investment bankers and managers to this Section 2.4 after be used in connection with the first two (2) registrations offering. If Holders decline their right to appoint MS & Co. as the book-running and managing Underwriter, the Company shall select, subject to approval by Holders of a majority of the Registerable Securities subject to such Form S-3 Registration, the book- running and other managing Underwriters in connection with such offering and any additional investment bankers and managers to be used in connection with the offering. The Company shall be paid by obligated to cause senior management of the selling Holders pro rata in proportion Company to the number of shares to be sold by each such Holder participate in any such registration"road-show" in connection with the offering.
Appears in 1 contract
Sources: Investment Agreement (Morgan Stanley Dean Witter Discover & Co)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement S- 3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; andHolders;
(b) file with the Commission as soon as practicable, effect but in any event within 30 days after the receipt of such request, a registration statement on Form S-3 covering such Registrable Securities, and use its best efforts to cause such registration statement to become effective as soon as practicable, but in any event within 60 days thereafter, and use its best efforts to effect all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect more than one registration pursuant to this Section 1.11 in any twelve-month period, and further provided that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
section 1.11: (i1) if Form S-3 is not available for such offering by the Holders; or
, (ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commission) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) days after receipt of the request of the Holder or Holders under this Section 2.41.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or
or (v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.; and
(c) Subject All expenses incurred in connection with a registration requested pursuant to Section 1.11, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the foregoingreasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the HoldersCompany. Registrations effected pursuant to this Section 2.4 1.11 shall not be counted as demands for registration registrations or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2 or 1.3, respectively.
Appears in 1 contract
Sources: Investors' Rights Agreement (Bluestone Software Inc)
Form S-3 Registration. (a) In case the Company shall receive from any Holder or Holders who hold in excess of five percent (5%) of the Company's Registrable Securities Securities, a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(ai) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(bii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such -------- registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.12: (i1) if Form S-3 is not available for such offering by the Holders; or
(ii2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,0002,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv3) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.41.12; provided, however, -------- that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month period; or
or (v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(vi4) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(b) If the Holders initiating the registration request hereunder (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 part of their request made pursuant to this Section 1.12 and the Company shall include such information in the written notice referred to in Section 1.12(a)(i). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable 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 Section 1.4(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 1.12, 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 Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12 (which right may be assigned as provided in Section 1.13), including all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holders selected by them, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration1.2 or 1.3, respectively.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:
(a) promptly give written notice of the proposed registrationregistration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.41.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($1,000,000; or);
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than 120 ninety (90) days after following receipt of the a request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than twice in any 12 month period; or1.2 or Section 1.4;
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two one (21) registrations registration on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to (A) qualify as a foreign corporation or as a dealer in securities in such jurisdiction where it would not otherwise be required to do business qualify but for this Agreement or (B) take any action that would subject it to execute a general consent to service of process in effecting suits or to taxation in such registration, qualification or compliancejurisdiction where it is not then so subject.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Form S-3 Registration. In case If the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use its commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.12: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than two million dollars ($1,000,0002,000,000); or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that that, in the good good-faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 to exceed ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, 1.12 provided that such right to delay a request shall may not be exercised by the Company not more than twice once in any 12 twelve (12) month period; or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two one (21) registrations registration on Form S-3 for the Holders pursuant to this Section 2.41.12; or
or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) . Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with registrations requested pursuant to this Section 1.12, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the fees and expenses of counsel to the Company and fees and expenses of counsel to the Holders, but excluding any underwriters’ discounts or commissions, associated with Registrable Securities, shall be borne pro rata by the participating Holders. Registrations effected pursuant to this Section 2.4 1.12 shall not be counted as demands for registration or registrations effected pursuant to Section 2.21.2 or Section 1.3. All Registration Expenses incurred in connection with registrations requested The Company shall not be obligated to effect any registration pursuant to this Section 2.4 after 1.12 if the first two (2) registrations shall be paid by the selling Holders pro rata in proportion Company delivers to the number Holders requesting registration under this Section 1.12 an opinion, in form and substance reasonably acceptable to such Holders, of shares counsel reasonably satisfactory to such Holders, that all Registrable Securities so requested to be registered may be sold by each such Holder in any such registrationor transferred pursuant to Rule 144 under the Act.
Appears in 1 contract
Form S-3 Registration. In case If the Company shall receive from any Holder or Holders of not less than five percent (5%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any its successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersHolders (a "FORM S-3 Registration"), the Company will:
(a) promptly promptly, and in no event more than five (5) business days following receipt of such request, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, use its best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from the Company; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion participate in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that that, in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the such Form S-3 registration statement Registration for a period of not more than 120 90 days after receipt of the request of the Holder or Holders under this Section 2.4; provided1.4, PROVIDED, HOWEVER, that the Company shall not exercise such right to delay a request shall be exercised by (or the Company not equivalent rights set forth in Section 1.2(d)) more than twice once in any 12 six (6) month period; or
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 Registrations for the Holders pursuant to this Section 2.41.4 and such Form S-3 Registrations have been declared or ordered effective and have remained effective until the earlier of (A) 120 days after the date of effectiveness, and (B) the date all Registrable Securities registered thereunder have been sold; or
PROVIDED, HOWEVER, that if the Company has withdrawn or abandoned such Form S-3 Registration due to the fraud, material misstatement or omission of a material fact of a Holder participating in such Form S-3 Registration, such withdrawn or abandoned registration shall count as one of the two Form S-3 Registrations the Company is obligated to effect under this Section 1.4 in any 12 month period; or (viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration.
Appears in 1 contract
Sources: Investors' Rights Agreement (Printcafe Software Inc)
Form S-3 Registration. In case the Company shall receive from any Holder or Holders owning in the aggregate at least 20% of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s 's or Holders’ ' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
2.11, (i) if Form S-3 is not available for such offering by the Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts and commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer president of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred (180) days after receipt of the request of the Holder or Holders under this Section 2.42.11; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve (12) month period; or
or (v) if the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or
(viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Notwithstanding anything to the contrary herein, the Company shall not be obligated to effect more than one registration pursuant to this Section 2.11 in any twelve (12) month period.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to this Section 2.11, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration and, if it participates, the Company (on a pro rata basis based upon the number of shares sold). Registrations effected pursuant to this Section 2.4 2.11 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registration2.2 or 2.3.
Appears in 1 contract
Sources: Investor Rights Agreement (Softbank Holdings Inc Et Al)
Form S-3 Registration. In case the Company shall receive from any Holder or the Holders of at least thirty percent (30%) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company willshall:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) use all reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; , provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4section 1.4:
(i) if Form S-3 is not available for such offering by the Holders; or;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or;
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twelve month period; or;
(viv) if the Company has, within the 12 twelve (12) month period preceding the date of such request, already effected two (2) registrations registration on Form S-3 for the Holders pursuant to this Section 2.41.4; or
(viv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands requests for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.4 after the first two (2) registrations shall be paid by the selling Holders pro rata in proportion to the number of shares to be sold by each such Holder in any such registrationSections 1.2.
Appears in 1 contract
Form S-3 Registration. In case the Company shall receive from any Holder or Holders of not less than twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and
(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ the Investor’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) business days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.4:
1.4: (i) if Form S-3 is not available for such offering by the such Holders; or
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; or
(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement;
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the BoardBoard of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 sixty (60) days after receipt of the request of the Holder or Holders under this Section 2.41.4; provided, however, that such right to delay a request shall be exercised by the Company shall not utilize this right more than twice once in any 12 twenty-four (24) month period; or
(v) if period and provided further that the Company has, within the 12 month period preceding the date of such request, already effected two (2) registrations on Form S-3 shall not register any securities for the Holders pursuant account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to this Section 2.4the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, 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
or (viiv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 2.4 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. All Registration Expenses incurred in connection with registrations requested Sections 1.2 or 1.3, respectively.
(d) Notwithstanding the foregoing, Newco shall be entitled to separately initiate request that the Company effect a registration on Form S-3 pursuant to this Section 2.4 after the first two 1.4 (2) registrations shall be paid by the selling Holders pro rata in proportion subject to the number other conditions of shares to be sold by each such Holder in any such registrationsection).
Appears in 1 contract