Form S-3. (a) If the Company becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, upon the written request of Holders of an aggregate of at least ten (10%) percent of the outstanding Registrable Securities (which request shall state the number of Registrable Securities to be sold), the Company will use its best efforts to effect registration of such Registrable Securities, PROVIDED, HOWEVER, that no more than two such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) period. (b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine months. (c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (Healthdrive Corp), Preferred Stock Purchase Agreement (Healthdrive Corp)
Form S-3. (a) If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, upon (a) the written request Company shall use its best efforts to continue to qualify at all times for registration of Holders its capital stock on Form S-3 or such successor form, and (b) holders of Registrable Shares anticipated to have an aggregate sale price (net of at least ten underwriting discounts and Commission, if any) in excess of $500,000 shall have the right on one or more occasions to request and have effected the registration of their Shares on Form S-3 or such successor form (10%) percent of the outstanding Registrable Securities (which request such requests shall be in writing and shall state the number of Registrable Securities Shares to be solddisposed of and the intended method of disposition of such Shares by Investor(s) or Founder(s), the including for purposes of this Section 5.3 all Permitted Transferees). The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 5.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable SecuritiesShares for sale on a delayed or continuous basis under Rule 415, PROVIDEDand to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, HOWEVER, that the Company shall have no obligation to keep any registration effective more than two 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration requested pursuant to this Section 6.3 5.3 (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, selected in this manner contemplated as of Section 5.1) shall provide be borne by the Company. The Company may postpone the filing of any registration statement required hereunder for a reasonable opportunity for period of time, not to exceed 90 days during any twelve month period, if the Company determines in good faith that such Holders to participate filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or otherwise would not be in the registrationbest interest of the Company. The Company shall not be required to cause a registration statement Registration Statement requested pursuant to this Section 6.3 5.3 to become effective ninety (90) prior to 90 days following the effective date of a registration statement Registration Statement initiated by the Investors pursuant to Section 5.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities Investors and the Founders to the effect that the Company is commencing to prepare a Company-initiated registration statement Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDEDprovided, HOWEVERhowever, that the -------- ------- Company shall use its best efforts to achieve such effectiveness promptly following such ninety90-day (90) period if the request pursuant to this Section 6.3 5.3 has been made prior to the expiration of such ninety90-day (90) period.
(b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 2 contracts
Sources: Stockholders' Agreement (Boron Lepore & Associates Inc), Stockholders' Agreement (Boron Lepore & Associates Inc)
Form S-3. (a) Following its initial public offering, the Company shall timely file all reports required to be filed with the SEC under the Exchange Act and shall otherwise use reasonable efforts to qualify for registration on SEC Form S-3 or any comparable or successor form promulgated by the SEC. If the Company becomes eligible to use SEC Form S-3 under the Securities Act or a comparable successor form, upon the written Company shall use its best efforts to continue to qualify at all times for registration on Form S-3 or such successor form. One or more of the Holders other than the Founder shall have the right to request and have effected one registration per year of Holders shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities and having an aggregate of at least ten proposed offering price exceeding $1,000,000 (10%) percent of the outstanding Registrable Securities (which request such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000Holder or Holders). The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 9.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 9.3 to become effective ninety prior to the later of
(90i) 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission SEC under the Securities Act is applicable), if the request for registration has been received by the Company subsequent to the giving of written notice by the Company made in good faith to the Holders holding Registrable Securities and Founder Securities that the Company is commencing to prepare a Company-initiated registration statement, and (ii) the end of any "lock-up" or "black out" period imposed on the Company pursuant to or in connection with any underwriting or purchase agreement relating to an underwritten SEC Rule 144A or a registered public offering of equity securities of the Company, such period not to exceed 180 days; PROVIDEDprovided, HOWEVERhowever, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day the end of the period set forth in clauses (90i) period or (ii) above, as applicable, if the request pursuant to this Section 6.3 9.3 has been made prior to the expiration of such ninety-day (90) period.
(b) . The Company may postpone the filing of any Registration Statement registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days60 days during any twelve-month period, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if Company. Subject to the Board of Directors of foregoing, the Company determines that immediate shall use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 or such Registrable Securities could otherwise have a material adverse effect upon successor form to the Companyextent requested by the Holder or Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration under this Section 6.39.3, the Company shall take such steps as are required to register such Holder's Registrable Securities or Founder Securities for sale on a delayed or continuous basis under SEC Rule 415 (if the offering of securities is permitted on a continuous or delayed basis)415, and to keep such registration effective for the shorter of (x) six months or (y) until all of such Holder's Registrable Securities or Founder Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 2 contracts
Sources: Stockholders' Agreement (Pathnet Telecommunications Inc), Stockholders' Agreement (Pathnet Telecommunications Inc)
Form S-3. (a) If the Company becomes eligible to use Form S-3 under S-3, the Securities Act or a comparable successor formCompany shall use its reasonable efforts to continue to qualify at all times for registration on Form S-3. If and when the Company becomes entitled to use Form S-3, upon the written request of Holders holders of an aggregate of at least ten not less than twenty (1020%) percent of the outstanding Registrable Securities (which shall have the right to request and have effected not more than one registration per year of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registrationholder or holders. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 2.2 to become effective ninety (90) prior to 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDEDprovided, HOWEVERhowever, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety90-day (90) period if the request pursuant to this Section 6.3 2.2 has been made prior to the expiration of such ninety90-day (90) period.
(b) . The 4 -4- Company may postpone shall give notice to all holders of Registrable Securities of the filing receipt of any Registration Statement required hereunder a request for registration pursuant to this Section 2.2 and shall provide a reasonable period of timeopportunity for such holders to participate in the registration. Subject to the foregoing, not to exceed ninety (90) days, if the Company has been advised will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by legal counsel that such filing would require the disclosure holder or holders thereof for purposes of a material transaction or other factor and disposition. Notwithstanding the foregoing, the Company determines reasonably and in good faith that such disclosure would have a material adverse shall not be required to effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed 2.2 or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, howeverSection 2.1 if, in no event shall the Company be required to maintain the effectiveness opinion of a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders Company, which counsel and opinion shall be borne by the Company, except that reasonably acceptable to the Holders shall bear underwriting discounts and commissionsof Registrable Securities, dealer's fees and broker fees and any transfer tax attributable to the such Holders of Registrable Securities being sold by may then sell all Registrable Securities within a 90 day period without registration under the HoldersAct.
Appears in 2 contracts
Sources: Registration Rights Agreement (Viagrafix Corp), Registration Rights Agreement (Viagrafix Corp)
Form S-3. (a) If Following the Closing, the Company becomes eligible shall use all commercially reasonable efforts to use qualify for Registration on Form S-3 under for secondary sales. After the Securities Act Company has qualified for the use of Form S-3, each Affiliate shall have the right to request three (3) Registrations on Form S-3 with respect to all or a comparable successor form, upon the written request of Holders of an aggregate of at least ten (10%) percent part of the outstanding Registrable Securities held by such Affiliate (which request all such requests shall be in writing and shall state the number of shares of Registrable Securities to be solddisposed of and the intended method of disposition of shares by the Affiliate), provided that the Company will use its best shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(c):
(i) Unless such Affiliate proposes to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $5,000,000;
(ii) Within 180 days of the effective date of the registration statement for the most recent Registration pursuant to this Section 2(c) in which securities held by the Affiliate could have been included for sale or distribution; or
(iii) During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to effect cause such registration of such Registrable Securitiesstatement to become effective; provided, PROVIDED, HOWEVERhowever, that no the Company may only delay an offering pursuant to this Section 2(c)(iii) for a period of not more than two such sixty (60) days, if a filing of any other registration statements need be filed by the Company in any 12-month statement is not made within that period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000Company may only exercise this right once in any twelve (12) month period. The Company shall give written notice to the other Affiliate and all Holders of Registrable Securities Other Stockholders of the receipt of a request for registration Registration pursuant to this Section 6.3 2(c) and shall provide a reasonable opportunity for the other Affiliate and such Holders Other Stockholders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the CompanyRegistration, provided that if the request Registration is for registration has been received by an underwritten offering, the terms of Section 2(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company subsequent will use all commercially reasonable efforts to effect promptly the giving Registration of written notice by the Company, made in good faith, to the Holders all shares of Registrable Securities on Form S-3 to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) period.
(b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so extent requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities holders thereof for sale on a delayed or continuous basis under Rule 415 (if the offering purposes of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine monthsdisposition.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Sources: Affiliate Registration Rights Agreement (HSW International, Inc.)
Form S-3. (a) If the Company becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, upon the written request of Holders of an aggregate of at least ten (10%) percent of the outstanding Registrable Securities (which request shall state the number of Registrable Securities to be sold), the Company will use its best efforts to effect registration of such Registrable Securities, PROVIDED, HOWEVER, that no more than two such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve continue to qualify at all times for registration of its capital stock on Form S-3 or such effectiveness promptly successor form. In addition to their rights under Section 2.01 hereof, the Holders shall have the right to request and have effected registrations of Registrable Securities on Form S-3 or such successor form for a sale of shares of Registrable Securities having an aggregate sale price of not less than $500,000 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by the Holders). The Company shall use its best efforts to cause such Registrable Securities to be registered under the Securities Act on Form S-3 (or any successor form). If so requested by the Holders, the Company shall take such steps as are required to register the Registrable Securities for which the Holders have requested registration for sale on a delayed or continuous basis under Rule 415, and to keep such registration continuously effective for a period of at least 36 months following the date on which such ninety-day (90) period if the request registration statement is declared effective or until all of such Registrable Securities registered thereunder are sold, whichever is shorter. All expenses attributable to a registration requested pursuant to this Section 6.3 has been made prior 2.02, including the underwriting and selling commissions relating to the expiration of such ninety-day (90) period.
(b) Registrable Securities, shall be borne by the Holders exercising their rights hereunder. The Company may postpone the filing of any Registration Statement registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) days60 days during any twelve-month period, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other factor matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the The Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company not be required to maintain the effectiveness of cause a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable 2.02 to the Registrable Securities being sold by the Holders.become effective prior to 90 3
Appears in 1 contract
Form S-3. (a) If After the Company becomes eligible to use Form S-3 first public offering of its securities registered under the Securities Act Act, the Company shall use its best efforts to qualify and remain qualified to register securities on Form S-3 (or a comparable any successor form) under the Securities Act. At any time that the Company is so qualified, upon the written request of Holders of an aggregate holders of at least ten percent (10%) percent of the outstanding Registrable Securities shall have the right to request any number of registrations on Form S-3 (which request or any successor form) for the Registrable Securities held by such requesting holders, including registrations for the sale of such Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be solddisposed of and the intended method of disposition of such shares by such holder or holders.
(b) In the case of a registration for the sale of Registrable Securities on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement"), upon receipt of any notice (a "Suspension Notice") from the Company of the happening of any event which makes any statement made in the Shelf Registration Statement or related prospectus untrue or which requires the making of any changes in such Shelf Registration Statement or prospectus so that they will use its best efforts not contain any untrue statement of a material fact or omit to effect registration state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, each holder of Registrable Securities registered under such Shelf Registration Statement shall forthwith discontinue disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two Securities pursuant to such registration statements need be filed Shelf Registration Statement until such holder's receipt of the copies of the supplemented or amended prospectus or until it is advised in writing (the "Advice") by the Company in any 12-month period and that the aggregate proposed offering price use of the Registrable Securities shall not prospectus may be less than $250,000. The Company shall give notice to all Holders resumed, and has received copies of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate any additional or supplemental filings which are incorporated by reference in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable)prospectus; PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day (90) period if not give a Suspension Notice until after the request pursuant to this Section 6.3 Shelf Registration Statement has been made prior to the expiration of such ninety-day (90) period.
(b) The Company may postpone the filing of declared effective and shall not give more than one Suspension Notice during any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety twelve (9012) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor consecutive months and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required period from the date on which any holder of Registrable Securities receives a Suspension Notice to maintain the effectiveness date on which any such holder receives either the Advice or copies of a registration statement for more than nine months.
the supplemented or amended prospectus (cthe "Suspension Period") All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and exceed sixty (60) days. In the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except event that the Holders Company shall bear underwriting discounts give any Suspension Notice, the Company shall use its best efforts and commissions, dealer's fees take such actions as are reasonably necessary to render the Advice and broker fees and any transfer tax attributable to end the Registrable Securities being sold by the HoldersSuspension Period as promptly as practicable.
Appears in 1 contract
Form S-3. (a) If Following the Initial Public Offering, if the Company becomes eligible meets the eligibility requirements for use of Form S-3, the Company shall use its best efforts to use qualify for Registration on Form S-3 for secondary sales. After the Company has qualified for the use of Form S-3, each Holder shall have the right to request an unlimited number of Registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such Holders), provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(c):
(i) unless the Holder or Holders requesting Registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $5,000,000;
(ii) within one hundred eighty (180) days of the effective date of the most recent Registration pursuant to this Section 2(c) in which securities held by the requesting Holder could have been included for sale or distribution;
(iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(iv) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date 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 under the Securities Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a comparable successor formperiod of not more than sixty (60) days, upon if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or
(v) if the Company shall furnish to the requesting Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to comply with this Section 2(c) shall be deferred for a period not to exceed sixty (60) days from the date of receipt of written request of from the Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The Company shall give written notice to all Holders of the receipt of a request for Registration pursuant to this Section 2(c) and shall provide a reasonable opportunity for other Holders to participate in the Registration, provided that if the Registration is for an aggregate underwritten offering, the terms of at least ten (10%Section 2(a)(ii) percent of above shall apply to all participants in such offering. Subject to the outstanding Registrable Securities (which request shall state the number of Registrable Securities to be sold)foregoing, the Company will use its best efforts to effect registration promptly the Registration of such Registrable Securities, PROVIDED, HOWEVER, that no more than two such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the receipt of event any Holder requests a request for registration Registration pursuant to this Section 6.3 and shall provide 2(c) in connection with a reasonable opportunity for such Holders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders distribution of Registrable Securities to its partners, the effect that Registration shall provide for the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve resale by such effectiveness promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) period.
(b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) dayspartners, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Form S-3. (a) If Following the Closing, the Company becomes eligible shall use all commercially reasonable efforts to use qualify for Registration on Form S-3 under for secondary sales. After the Securities Act Company has qualified for the use of Form S-3, each Affiliate shall have the right to request three (3) Registrations on Form S-3 with respect to all or a comparable successor form, upon the written request of Holders of an aggregate of at least ten (10%) percent part of the outstanding Registrable Securities held by such Affiliate (which request all such requests shall be in writing and shall state the number of shares of Registrable Securities to be solddisposed of and the intended method of disposition of shares by the Affiliate), provided that the Company will use its best shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(c):
(i) Unless such Affiliate proposes to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $5,000,000;
(ii) Within 180 days of the effective date of the registration statement for the most recent Registration pursuant to this Section 2(c) in which securities held by the Affiliate could have been included for sale or distribution; or
(iii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to effect cause such registration of such Registrable Securitiesstatement to become effective; provided, PROVIDED, HOWEVERhowever, that no the Company may only delay an offering pursuant to this Section 2(c)(iii) for a period of not more than two such sixty (60) days, if a filing of any other registration statements need be filed by the Company in any 12-month statement is not made within that period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000Company may only exercise this right once in any twelve (12) month period. The Company shall give written notice to the other Affiliate and all Holders of Registrable Securities Other Stockholders of the receipt of a request for registration Registration pursuant to this Section 6.3 2(c) and shall provide a reasonable opportunity for the other Affiliate and such Holders Other Stockholders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the CompanyRegistration, provided that if the request Registration is for registration has been received by an underwritten offering, the terms of Section 2(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company subsequent will use all commercially reasonable efforts to effect promptly the giving Registration of written notice by the Company, made in good faith, to the Holders all shares of Registrable Securities on Form S-3 to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) period.
(b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so extent requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities holders thereof for sale on a delayed or continuous basis under Rule 415 (if the offering purposes of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine monthsdisposition.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Sources: Affiliate Registration Rights Agreement (HSW International, Inc.)
Form S-3. (a) If In addition to the rights and obligations set forth in subsection 1.2 above, if any Holder requests that the Company becomes eligible file a registration statement on Form S-3 (or any successor to Form S-3) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which (net of underwriting discounts and commissions) would exceed $1,000,000 and the Company is then a registrant entitled to use Form S-3 under to register the Securities Act or a comparable successor form, upon the written request of Holders of shares for such an aggregate of at least ten (10%) percent of the outstanding Registrable Securities (which request shall state the number of Registrable Securities to be sold)offering, the Company will shall use its best efforts to effect registration of cause such Registrable Securitiesshares to be registered for the offering as soon as practicable on Form S-3 (or any successor form to Form S-3); provided, PROVIDED, HOWEVER, that no more than two such registration statements need be filed by however the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. The Company shall not be required to cause effect a registration pursuant to this subsection 1.4:
(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(b) if the Company, within ten (10) days of the receipt of the request of such Holder(s), gives notice of its bona fide intention to effect the filing of a registration statement requested pursuant with the SEC within forty-five (45) days of receipt of such request (other than with respect to this Section 6.3 a registration statement relating to become effective a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities);
(c) during a period of ninety (90) days following the effective date of a registration statement initiated by the Company, statement;
(d) if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts furnish to achieve such effectiveness promptly following such ninety-day (90) period if Initiating Holders a certificate signed by the request pursuant to this Section 6.3 has been made prior to the expiration President of such ninety-day (90) period.
(b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel stating that such filing would require in the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if judgment of the Board of Directors of the Company, it would be detrimental to the Company determines that immediate and its shareholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, in which case the Company shall have the right to defer such filing for a period of not more than sixty (60) days after the furnishing of such a certificate of deferral, provided that the Company may not defer such filing pursuant to this subsection 1.4 more than once in any twelve (12) month period. In the event such Holders propose to offer the shares of Registrable Securities could otherwise have pursuant to this subsection 1.4 by means of an underwriting, the proposed underwriter(s) shall be selected by a material adverse effect upon majority in interest of the such Holders and shall be reasonably acceptable to the Company. If so requested by any Holder , provided, however, that in connection with a registration under this Section 6.3the event such underwriter(s) is (are) not reasonably acceptable to the Company, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain furnish to the effectiveness Holders, within twenty (20) days of a the receipt of the request for registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested from Holders pursuant to this Section 6.3 and subsection 1.4, the reasonable fees and expenses names of not more than one independent counsel for the Holders shall be borne by at least 2 underwriters acceptable to the Company, except that who agree to act as underwriter for the proposed offering on terms no less favorable to the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to than those terms proposed in writing by the Registrable Securities being sold underwriter(s) selected by the Holders. The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this subsection 1.4 and shall provide a reasonable opportunity for other Holders to participate in the registration, provided that if the registration is for an underwritten offering, the terms of subsection 1.2(b), including without limitation the provisions relating to the exclusion of other securities (including the Common Shares) prior to any reduction of Registrable Securities in any Underwriting, shall apply to all participants in such offering.
Appears in 1 contract
Sources: Rights Agreement (Iprint Com Inc)
Form S-3. (a) If Following the Company's Initial Public Offering, the -------- Company shall use its best efforts to become eligible to register offerings of securities on SEC Form S-3 or its successor form. After the Company becomes eligible has qualified for the use of Form S-3, Holders of Registrable Securities then outstanding shall have the right to use request registration on Form S-3 under the Securities Act or a comparable successor form, upon the written request of Holders of an aggregate of at least ten (10%) percent of the outstanding Registrable Securities (which request shall be in writing and shall state the number of shares of Registrable Securities to be soldregistered and the intended method of disposition of shares by such Holders), the Company will use its best efforts to effect registration of such Registrable Securities, PROVIDED, HOWEVER, ; provided that no more than two one such registration statements need must be filed by the Company in effected during any 12twelve-month period and no more than a total of four such registrations must be effected. Notwithstanding the aggregate proposed offering price of the Registrable Securities foregoing:
(a) The Company shall not be less required to effect a registration pursuant to this Section 1.4 (Form S-3) within 180 days of the effective date of any registration pursuant to this Section 1.4 (Form S-3), Section 1.2 (Demand Registration) or Section 1.3 (Company Registration) above within the same calendar year as the last registration pursuant to this Section 1.4 (Form S-3).
(b) The Company shall not be required to effect a registration pursuant to this Section 1.4 (Form S-3) unless the Holders requesting registration propose to dispose of Registrable Securities having an anticipated aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of at least $500,000; and
(c) The Company shall have the right to defer filing a registration statement pursuant to this Section 1.4 (Form S-3) for a period of up to 120 days following the requested filing date if the Company furnishes to the Holders requesting registration a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors it would be seriously detrimental to the Company and its shareholders for a registration statement to be filed at the time requested; provided, however, that the Company may not utilize this right more than $250,000once in any twelve-month period. The Company shall give written notice to all Holders of Registrable Securities record of the receipt of a request for registration pursuant to this Section 6.3 1.4 (Form S-3) and shall provide a reasonable opportunity for such other Holders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, provided that if the request registration is for registration has been received by an underwritten offering, the terms of Section 1.2(b) (Underwriting) shall apply to all participants in such offering. Subject to the foregoing, the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall will use its best efforts to achieve such effectiveness effect promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior registration of all shares of Registrable Securities on Form S-3 to the expiration of such ninety-day (90) period.
(b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so extent requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holdersthereof for purposes of disposition.
Appears in 1 contract
Form S-3. (a) If Purchaser shall prepare and file with the Company becomes SEC, within 15 days of the Closing Date, a resale registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form that Purchaser may then be eligible to use) in order to register with the Commission the resale by the Executing Shareholders not eligible for S-8 Registration, from time to time, of the Closing Consideration Shares issued to them (including such Closing Consideration Shares set aside in the Escrow Fund) through Nasdaq or the facilities of any national securities exchange on which Purchaser’s Shares are then traded, or in privately negotiated transactions (a “Registration Statement”). Purchaser shall use Form S-3 under commercially reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as reasonably practicable and maintain the Registration Statement effective for a period that will terminate upon the earlier of (i) two years following the last day of the Lock-Up Period (as such term is defined in the Lock-Up Agreements), as prolonged and extended by any Suspension Period or (ii) the date on which all Closing Consideration Shares covered by the Registration Statement may be sold pursuant to Rule 144 of the Securities Act or a comparable successor form(such time frame, upon as extended from time to time, shall be referred to herein as the written request “Effective Period”). Following the effectiveness of Holders the Registration Statement, Purchaser may, at any time, suspend the effectiveness of the Registration Statement for up to an aggregate of at least ten 60 days, as appropriate (10%) percent a “Suspension Period”), by giving notice to the Holder Representatives, if Purchaser shall have determined that Purchaser may be required to disclose any material corporate development or as otherwise required by applicable securities laws. Notwithstanding the foregoing, Purchaser may not suspend the effectiveness of the outstanding Registrable Securities (which request shall state the number of Registrable Securities to be sold), the Company will use its best efforts to effect registration of such Registrable Securities, PROVIDED, HOWEVER, that no Registration Statement more than two times during any twelve-month period, subject to applicable securities laws. The Purchaser shall inform each Executing Shareholder of any such registration statements need be filed Suspension Period and will instruct such holders (and by executing this Agreement each Executing Shareholder agrees) not sell any Closing Consideration Shares pursuant to the Registration Statement until (a) such Person is advised in writing by the Company in any 12-month period and Holder Representatives that the aggregate proposed offering price use of the Registrable Securities shall not applicable prospectus may be less than $250,000. The Company shall give notice to all Holders resumed, or (b) such Person has received copies of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Companyany additional or supplemental or amended prospectus, if the request for registration applicable, or (c) such Person has been received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by the Company subsequent to the giving of written notice by the Company, made reference in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) periodprospectus.
(b) The Company may postpone If the filing Registration Statement ceases to be effective for any reason at any time during the Effective Period, Purchaser shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. If a Registration Statement required hereunder for a is filed, Purchaser shall use its commercially reasonable period of time, not efforts to exceed ninety (90) days, if the Company has been advised by legal counsel that cause such filing would require the disclosure of a material transaction or other factor Registration Statement to become effective as promptly as is reasonably practicable and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and use its commercially reasonable efforts to keep such registration Registration Statement continuously effective until all the end of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine monthsEffective Period.
(c) All expenses incurred During the Effective Period, Purchaser shall supplement and amend the Registration Statement if, as and when required by the Securities and Act of 1933, as amended, the rules and regulations promulgated thereunder or the rules, regulations or instructions applicable to the registration form used by Purchaser for such Registration Statement.
(d) In connection with the filing of the Registration Statement, Purchaser will, as expeditiously as reasonably possible:
(1) furnish to the Executing Shareholders whose shares are covered in the Registration Statement (“Holders”) such number of copies of the prospectus for the Registration Statement, including a preliminary prospectus (and amendments or supplements thereto), in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Closing Consideration Shares owned by them;
(2) use its reasonable commercial efforts to register and qualify the securities covered by such registration statement under such other United States securities or blue sky laws of such jurisdictions within the United States as will be reasonably requested by the Executing Shareholders; provided that Purchaser will not be required in connection with therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any registration requested pursuant such state or jurisdiction unless Purchaser is already so qualified or subject to this Section 6.3 and service of process, respectively, in such jurisdiction; and
(3) promptly notify the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and Executing Shareholders in writing at any transfer tax attributable time when a prospectus relating to the Registrable Registration Statement is required to be delivered under the Securities being sold by Act, of the Holdershappening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.
Appears in 1 contract
Form S-3. (a) If As long as the Company becomes is eligible to use Form S-3 for secondary offerings, the Company will, no later than six months following the Closing Date (but no earlier than 15 Business Days prior to the date that is six months following the Closing) (as defined in the Merger Agreement), file and cause to be automatically effective or declared effective, as applicable, a shelf registration statement on Form S-3 under the Securities Act or a comparable successor form, upon covering the written request of Holders of an aggregate of at least ten (10%) percent resale of the outstanding Registrable Securities (the “Shelf Registration Statement”), which, as long as the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), will be filed as an automatic shelf registration statement. The Shelf Registration Statement will remain continuously effective for the benefit of each Investor Group until the earlier of (i) the date on which request shall state such Investor Group collectively disposes of all Registrable Securities beneficially owned by the applicable Investor Group in excess of 1% of the then-outstanding Common Shares and (ii) the date that is three years after the date on which the Shelf Registration Statement became effective, subject to an extension equal to the aggregate number of days of any Blackout Periods. No later than 10 days prior to filing the Shelf Registration Statement, the Company will notify the Investors of the intended filing date. The Investors will provide such information and other cooperation as the Company reasonably requests in connection with the preparation, filing and use of any registration statement pursuant to this Section 4.1(a), including information required by Item 507 of Regulation S-K promulgated under the Securities Act; provided that, notwithstanding anything in this Section 4.1(a) to the contrary, the Company may delay the registration of Registrable Securities as necessary if the Investors fail to provide information within the scope of this sentence within a reasonable time after receiving a request. The Company will use its reasonable best efforts to remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period beginning on the date hereof and through the date on which the Shelf Registration Statement is required to remain effective. If the Shelf Registration Statement is an automatic shelf registration statement and the Company no longer qualifies as a WKSI, the Company will, as and when required under the Securities Act, file an appropriate amendment to the Shelf Registration on Form S-3 so that it continues to be sold)usable. In the event the Company is no longer qualified for registration on Form S-3 for the resale of the Registrable Securities, the Company will use its reasonable best efforts to effect registration of such Registrable Securities, PROVIDED, HOWEVER, that no more than two such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders 4.1(a) on Form S-1 or any successor form thereto to participate in the registration. The same extent as the Company shall not would be required to cause a effect registrations on Form S-3, and any such registration statement requested pursuant shall be deemed to this Section 6.3 to become effective ninety (90) days following the effective date of be a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) period.
(b) The Company may postpone the filing of any Shelf Registration Statement required hereunder for a reasonable period purposes of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine monthsAgreement.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Form S-3. (a) If After the Company becomes eligible to use Form S-3 first public offering of its securities registered -------- under the Securities Act Act, the Company shall use its best efforts to qualify and remain qualified to register securities on Form S-3 (or a comparable any successor form, upon ) under the written request of Holders of Securities Act. An Investor or Investors holding Registrable Securities anticipated to have an aggregate sale price (net of at least ten underwriting discounts and commissions, if any) in excess of $500,000 shall have the right, on one or more occasions, to request registration on Form S-3 (10%or any successor form) percent of for the outstanding Registrable Securities (which request held by such requesting Investor or Investors. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two securities by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000holder or holders. The Company shall give notice to all Holders other holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 3, and such other holders of Registrable Securities shall provide a reasonable opportunity for such Holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent subject to the giving of written notice by the Company, made limitations set forth in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) period.
(b) 4. The Company may postpone the filing or the effectiveness of any Registration Statement required hereunder registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed ninety -------- forty-five (9045) daysdays in the aggregate during any twelve (12) month period, if (a) the Company has been advised by legal counsel that such filing or effectiveness would require the disclosure of a material transaction financing, acquisition or other factor corporate transaction, and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines in good faith that immediate registration such disclosure is not in the best interests of such Registrable Securities could otherwise the Company and its stockholders, (b) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans, (c) the managing underwriter determines in good faith that an audit (other than the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company regular year-end audit) would be required to maintain successfully market such offering, and (d) the effectiveness of Company's President certifies in writing that the Company is then currently engaged in discussions with its managing underwriter concerning a registration statement for more than nine monthsthat would be subject to Section 4 hereof.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Form S-3. (a) If During the term of this Agreement, the Company becomes eligible shall use commercially reasonable efforts to use qualify and remain qualified to register securities pursuant to a registration statement covering the resale of the Registrable Securities on Form S-3 (or any successor form) under the Securities Act. A Stockholder or Stockholders holding Registrable Securities anticipated to either (x) have an aggregate sale price (net of any underwriting discounts and commissions, if any) in excess of $5,000,000 in the aggregate or (y) represent in the aggregate at least 7.5% of the Registrable Securities 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, as defined in Rule 405 under the Securities Act, an automatic shelf registration statement, on Form S-3 or any successor form under the Securities Act covering all or any part of their Registrable Securities, by delivering a comparable successor form, upon the written request of Holders of an aggregate of at least ten (10%) percent of therefor to the outstanding Registrable Securities (which Company. Such request shall state the number of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two securities by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000holder or holders. The Company shall give notice to all Holders other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 2 and such holders of Registrable Securities shall provide a reasonable opportunity for such Holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall not be required use commercially reasonable efforts to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety effect promptly (90but in no event later than sixty (60) days following after receipt of the effective date applicable demand request) the registration of all securities on Form S-3 (or a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent comparable successor form) to the giving of written notice extent requested by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the such holders. The Company shall use its reasonable best efforts to achieve cause any such effectiveness registration statement to be declared effective by the Commission as promptly following as practicable after such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) period.
(b) filing. The Company may postpone the filing of any Registration Statement required hereunder for a shall use commercially reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and efforts to keep such registration statement effective until all the earlier of one hundred eighty (180) days or until such Holder's Registrable Securities registered thereunder are sold; provided, however, holders have completed the distribution described in no event such registration statement. The Company shall the Company not be required obligated to maintain the effectiveness of a registration statement for more than nine months.
(c) All expenses incurred in connection with enter into any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel underwriting agreement for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and sale of any transfer tax attributable to of the Registrable Securities being sold by the HoldersSecurities.
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (Amag Pharmaceuticals Inc.)
Form S-3. (a) If the Company becomes eligible to use Form S-3, the Company shall use its reasonable efforts to continue to qualify at all times for registration on Form S-3 under the Securities Act (or a comparable any successor form). If and when the Company becomes entitled to use Form S-3, upon the written holders of Registrable Securities shall have the right to request and have effected an unlimited number of registrations of shares of Registrable Securities held by them on Form S-3 for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $500,000; provided, however, that Holders of an aggregate of at least ten (10%) percent of the outstanding Registrable Securities can only make one such request in any six (which request 6) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registrationholder or holders. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 2.3 to become effective ninety (90) prior to 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety90-day (90) period if the request pursuant to this Section 6.3 2.3 has been made prior to the expiration of such ninety90-day (90) period.
(b) . The Company may postpone shall give notice to all holders of Registrable Securities of the filing receipt of any Registration Statement required hereunder a request for registration pursuant to this Section 2.3 and shall provide a reasonable opportunity for such holders to participate in the registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 to the extent requested by the holder or holders thereof for purposes of disposition. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 2.3 or Section 2.1 if, (i) in the opinion of counsel for the Company, which counsel and opinion shall be reasonably acceptable to the Holders of Registrable Securities, such Holders of Registrable Securities may then sell to the public all Registrable Securities within a 90 day period of time, not to exceed ninety without registration under the Act; or (90ii) days, if the Company has been advised by legal counsel shall furnish to the Holders requesting that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and file a registration statement pursuant to this Section 2.3 a certificate signed by the President of the Company stating that in the good faith that such disclosure would have a material adverse effect on the Company or if judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company determines and its shareholders for such registration statement to be filed and that immediate registration it is, therefore, essential to defer the filing of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3statement, the Company shall take have the right to defer taking action with respect to such steps as are required to register such Holder's Registrable Securities filing for sale on a delayed or continuous basis under Rule 415 period of not more than sixty (if 60) days after receipt of the offering request of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are soldthe Holders; provided, however, in no event shall the Company be required to maintain the effectiveness may defer its obligations for this reason only once in any period of a registration statement for more than nine twelve (12) months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Form S-3. (a) If the Company becomes eligible to use Form S-3 (or any comparable successor form) under the Securities Act Act, the Company shall use its best efforts to qualify and remain qualified to register securities on Form S-3 (or a any comparable successor form) under the Securities Act. For so long as the Company is qualified to register securities on Form S-3 (or any comparable successor form), upon the written request of Holders of an Investor or Investors holding Registrable Securities anticipated to have an aggregate sale price (net of at least ten underwriting discounts and commissions, if any) in excess of $500,000 shall have the right, on one or more occasions, to request registration on Form S-3 (10%or any comparable successor form) percent of for the outstanding Registrable Securities held by such requesting Investor or Investors; provided, however, that there shall not be more than two registrations under this Section 3 in any twelve (which request 12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000Investor or Investors. The Company shall give notice to all Holders of other Investors holding Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 3 and such Investors shall provide a reasonable opportunity for such Holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness effect promptly following such ninety-day the registration of all shares on Form S-3 (90or any comparable successor form) period if the request pursuant to this Section 6.3 has been made prior to the expiration of extent requested by such ninety-day (90) period.
(b) The Investor or Investors; provided, however, the Company may postpone the filing or the effectiveness of any Registration Statement required hereunder registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed ninety (90) daysdays in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require the disclosure of a material transaction financing, acquisition or other factor corporate transaction, and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines in good faith that immediate registration such disclosure is not in the best interests of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities and its stockholders or (ii) the Board of Directors determines in good faith that there is a valid business purpose or reason for sale on a delayed delaying filing or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine monthseffectiveness.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Eagle Test Systems, Inc.)
Form S-3. (a) If the Company becomes eligible to use Form S-3 under the Securities Act (or a comparable any successor form), upon the written request of Company shall use its reasonable efforts to continue to qualify at all times for registration on Form S-3. If and when the Company becomes entitled to use Form S-3, the Holders of an aggregate of at least ten (10%) percent not less than 50% of the outstanding Registrable Securities shall have the right to request and have effected not more than one registration per year (which request and not more than two registrations in total) of shares of Registrable Securities on Form S-3 for a public offering of shares of Registrable Securities. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registrationHolder or Holders. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 2.3 to become effective ninety (90) before 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, faith to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVERprovided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety90-day (90) period if the request pursuant to this Section 6.3 2.3 has been made prior to before the expiration of such ninety90-day (90) period.
(b) . The Company may postpone shall give notice to all Holders of Registrable Securities of the filing receipt of any Registration Statement required hereunder a request for registration pursuant to this Section 2.3 and shall provide a reasonable period of timeopportunity for such Holders to participate in the registration. Subject to the foregoing, not to exceed ninety (90) days, if the Company has been advised will use its best efforts to effect promptly the registration of all Registrable Securities on Form S-3 to the extent requested by legal counsel that such filing would require the disclosure Holder or Holders thereof for purposes of a material transaction or other factor and disposition. Notwithstanding the foregoing, the Company determines reasonably and in good faith that such disclosure would have a material adverse shall not be required to effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however2.3 if, in no event shall the Company be required to maintain the effectiveness unqualified opinion of a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders Company, which counsel and opinion shall be borne by the Company, except that reasonably acceptable to the Holders shall bear underwriting discounts and commissionsof Registrable Securities, dealer's fees and broker fees and any transfer tax attributable to the such Holders may then sell all Registrable Securities being proposed to be sold by in the Holdersmanner proposed to be sold without registration under the Act.
Appears in 1 contract
Form S-3. (a) If Following the IPO, the Company becomes eligible shall use its best efforts to use qualify and remain qualified to register securities on Form S-3 under the Securities Act or a comparable successor formAct. For so long as the Company is qualified to register securities on Form S-3, upon the written request of Holders of Investors holding Registrable Securities anticipated to have an aggregate sale price (net of at least ten (10%underwriting discounts and commissions, if any) percent in excess of $500,000 shall have the right, on one or more occasions, to request registration on Form S-3 of the outstanding sale of the Registrable Securities (which request held by such requesting Investors. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000Investors. The Company shall give notice to all Holders of other Investors and the Management Stockholders holding Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 3 and such Investors and Management Stockholders shall provide a reasonable opportunity for such Holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness effect promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior registration of all shares on Form S-3 to the expiration of extent requested by such ninety-day (90) period.
(b) The Investors and Management Stockholders; provided, however, that the Company may postpone the filing or the effectiveness of any Registration Statement required hereunder registration statement pursuant to this Section 3 for a reasonable period of time, not to exceed ninety time if (90i) days, if the Company has been advised by legal counsel that such filing or effectiveness would require the disclosure of a material transaction or other factor non-public information, and the Company Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on be detrimental to the Company and its stockholders, or if (ii) the Board of Directors of the Company determines in good faith that immediate registration of such Registrable Securities could otherwise have there is a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities valid business purpose or reason for sale on a delayed delaying filing or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are soldeffectiveness; provided, however, provided that in no event shall the Company be required to maintain the effectiveness such case may such periods of a registration statement for more than nine postponement exceed an aggregate of ninety (90) days in any period of twelve (12) consecutive months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Monotype Imaging Holdings Inc.)
Form S-3. (a) If the Company becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, upon the written request of Company shall use its best efforts to continue to qualify at all times for registration on Form S-3 or such successor form. At any time and from time to time after the Company becomes eligible to use Form S-3 or such successor form, the Holders of an aggregate of at least not less than ten percent (10%) percent of the outstanding Registrable Securities then outstanding and held by the Holders shall have the right to request and have effected a registration of shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $100,000.00 (which request such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registrationHolder or Holders). The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 8.7 to become effective prior to ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDEDprovided, HOWEVERhowever, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day ninety (90) day period if the request pursuant to this Section 6.3 8.7 has been made prior to the expiration of such ninety-day ninety (90) day period.
(b) . The Company may postpone the filing of any Registration Statement registration statement required hereunder for a reasonable period of time, not to exceed ninety sixty (9060) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. The Company or if the Board of Directors shall give notice to all Holders of the receipt of a request for registration pursuant to this Section 8.7 and shall provide a reasonable opportunity for such Holders to participate in the registration. Subject to the foregoing, the Company determines that immediate will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 or such Registrable Securities could otherwise have a material adverse effect upon -14- C/M: 11926.0033 414869.5 successor form to the Companyextent requested by the Holder or Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration under this Section 6.38.7, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis)415, and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine months.
(c) . All expenses incurred in connection with any a registration requested pursuant to this Section 6.3 8.7, including, without limitation, all registration, qualification, printing, and accounting and counsel fees, shall be paid by the reasonable fees and expenses Holders participating in such registration on a pro-rata basis in proportion to such participation. Notwithstanding the foregoing, the Company shall not be required to effect a registration under this Section 8.7 if, in the opinion of not more than one independent counsel for the Holders Company, which counsel and opinion shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable acceptable to the Holders, such Holders may then sell all Registrable Securities being proposed to be sold by in the Holdersmanner proposed without registration under the Securities Act.
Appears in 1 contract
Sources: Warrant Agreement (Apollo Real Estate Investment Fund Ii L P)
Form S-3. (a) If the Company becomes eligible to use Form S-3 ----------- -------- under the Securities Act or a comparable successor form, upon (a) the written request Company shall use its best efforts to continue to qualify at all times for registration of Holders its capital stock on Form S-3 or such successor form, and (b) holders of an aggregate of at least ten not less than twenty percent (1020%) percent of the outstanding Registrable Securities Shares shall have the right to request and have effected one (which request 1) registration of Shares on Form S-3 or such successor form (such requests shall be in writing and shall state the number of Registrable Securities Shares to be solddisposed of and the intended method of disposition of such Shares by such Investor(s) or Founder(s), the ) within any consecutive twelve (12) month period. The Company will use its best efforts to effect promptly the registration of all Shares on Form S-3 or such successor form to the extent requested by such Investor(s) or Founder(s). If so requested by such Investor(s) or Founder(s) in connection with a registration under this Section 4.3, the Company shall take such steps as are required to register such Investor's or Founder's Registrable SecuritiesShares for sale on a delayed or continuous basis under Rule 415, PROVIDEDand to keep such registration effective until all of such Investor's or Founder's Registrable Shares registered thereunder are sold. Notwithstanding the foregoing, HOWEVER, that the Company shall have no obligation to keep any registration effective more than two 120 days after the initial date of effectiveness of such registration. All expenses incurred in connection with a registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration requested pursuant to this Section 6.3 4.3 and the reasonable fees and expenses of one independent counsel for all of the Investors as a group on the one hand, and all of the Founders as a group on the other shall provide be borne by the Company. The Company may postpone the filing of any Registration Statement required hereunder for a reasonable opportunity for period of time, not to exceed 180 days, if the Company determines in good faith that such Holders to participate filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the registrationCompany. The Company shall not be required to cause a registration statement Registration Statement requested pursuant to this Section 6.3 4.3 to become effective ninety (90) prior to 180 days following the effective date of a registration statement Registration Statement initiated by the Investors pursuant to Section 4.2 or by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities Investors and the Founders to the effect that the Company is commencing to prepare a Company-Company- initiated registration statement Registration Statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDEDprovided, HOWEVERhowever, that the Company shall use its best efforts to achieve such -------- ------- effectiveness promptly following such ninety180-day (90) period if the request pursuant to this Section 6.3 4.3 has been made prior to the expiration of such ninety180-day (90) period.
(b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Form S-3. (a) If the Company Corporation becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, upon the written request of Corporation shall use its best efforts to continue to qualify at all times for registration on Form S-3 or such successor form. At any time and from time to time after the Corporation becomes eligible to use Form S-3 or such successor form, the Holders of an aggregate of at least not less than ten percent (10%) percent of the outstanding Registrable Securities then outstanding and held by the Holders shall have the right to request and have effected a registration of shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities having an aggregate proposed offering price of not less than $2,000,000 (which request such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000Holder or Holders). The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. The Company Corporation shall not be required to cause a registration statement requested pursuant to this Section 6.3 4.6 to become effective prior to ninety (90) days following the effective date of a registration statement initiated by the CompanyCorporation, if the request for registration has been received by the Company Corporation subsequent to the giving of written notice by the CompanyCorporation, made in good faith, to the Holders of Registrable Securities to the effect that the Company Corporation is commencing to prepare a CompanyCorporation-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDEDprovided, HOWEVERhowever, that the Company Corporation shall use its best efforts to achieve such effectiveness promptly following such ninety-day ninety (90) day period if the request pursuant to this Section 6.3 4.6 has been made prior to the expiration of such ninety-day ninety (90) day period.
(b) . The Company Corporation may postpone the filing of any Registration Statement registration statement required hereunder for a reasonable period of time, not to exceed ninety sixty (9060) days, if the Company Corporation has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company Corporation determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors Corporation. The Corporation shall give notice to all Holders of the Company determines that immediate receipt of a request for registration pursuant to this Section 4.6 and shall provide a reasonable opportunity for such Holders to participate in the registration. Subject to the foregoing, the Corporation will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 or such Registrable Securities could otherwise have a material adverse effect upon successor form to the Companyextent requested by the Holder or Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration under this Section 6.34.6, the Company Corporation shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis)415, and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, sold (but not in no event shall the Company be required to maintain the effectiveness excess of a registration statement for more than nine months.
(c) 365 days). All expenses incurred in connection with any a registration requested pursuant to this Section 6.3 4.6, including, without limitation, all registration, qualification, printing, and accounting and counsel fees, shall be paid by the reasonable fees and expenses Holders participating in such registration on a pro-rata basis in proportion to such participation. Notwithstanding the foregoing, the Corporation shall not be required to effect a registration under this Section 4.6 if, in the opinion of not more than one independent counsel for the Holders Corporation, which counsel and opinion shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable acceptable to the Holders, such Holders may then sell all Registrable Securities being proposed to be sold by in the Holdersmanner proposed without registration under the Securities Act.
Appears in 1 contract
Sources: Registration and Pre Emptive Rights Agreement (Apollo Real Estate Investment Fund Ii L P)
Form S-3. (a) If The Company shall use its best efforts to qualify for -------- registration on SEC Form S-3 or its successor form. After the Company becomes eligible has qualified for the use of Form S-3, Holders of Registrable Securities shall have the right to use request an unlimited number of registrations on Form S-3 under the Securities Act or a comparable successor form, upon the written request of Holders of an aggregate of at least ten (10%) percent of the outstanding Registrable Securities (which request such requests shall be in writing and shall state the number of shares of Registrable Securities to be solddisposed of and the intended method of disposition of Shares by such Holders), subject only to the following:
(a) The Company shall not be required to effect a registration pursuant to this Section 1.4 within one hundred eighty (180) days of the effective date of any other registration of the Company's securities.
(b) The Company shall not be required to effect a registration pursuant to this Section 1.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least One Million Dollars ($1,000,000).
(c) If the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time, the Company will use its best efforts shall have the right to effect defer the filing of the Form S-3 registration statement for a period of such Registrable Securitiesnot more than 120 days after receipt of the request of the Holders under this Section 1.4; provided, PROVIDED, HOWEVERhowever, that no the Company shall not utilize this right more than two such registration statements need be filed by the Company once in any twelve (12-) month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000period. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 1.4 and shall provide a reasonable opportunity for such other Holders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, provided that if the request registration is for registration has been received by an underwritten offering, the terms of subsection 1.2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall will use its best efforts to achieve such effectiveness effect promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior registration of all shares of Registrable Securities on Form S-3 to the expiration of such ninety-day (90) period.
(b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so extent requested by any the Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities or Holders thereof for sale on a delayed or continuous basis under Rule 415 (if the offering purposes of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine monthsdisposition.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Form S-3. (a) If the Company becomes eligible to use Form S-3 under the Securities Act (or a comparable any successor form), upon the written request of Company shall use its reasonable efforts to continue to qualify at all times for registration on Form S-3. If and when the Company becomes entitled to use Form S-3, the Holders of an aggregate of at least ten (10%) percent not less than 50% of the outstanding Registrable Securities shall have the right to request and have effected not more than one registration per year (which request and not more than two registrations in total) of shares of Registrable Securities on Form S-3 for a public offering of shares of Registrable Securities. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registrationHolder or Holders. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 2.2 to become effective ninety (90) before 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, faith to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVERprovided, however, that the Company shall use its reasonable best efforts to achieve such effectiveness promptly following such ninety90-day (90) period if the request pursuant to this Section 6.3 2.2 has been made prior to before the expiration of such ninety90-day (90) period.
(b) . The Company may postpone shall give notice to all Holders of Registrable Securities of the filing receipt of any Registration Statement required hereunder a request for registration pursuant to this Section 2.2 and shall provide a reasonable period of timeopportunity for such Holders to participate in the registration. Subject to the foregoing, not to exceed ninety (90) days, if the Company has been advised will use its best efforts to effect promptly the registration of all Registrable Securities on Form S-3 to the extent requested by legal counsel that such filing would require the disclosure Holder or Holders thereof for purposes of a material transaction or other factor and disposition. Notwithstanding the foregoing, the Company determines reasonably and in good faith that such disclosure would have a material adverse shall not be required to effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however2.2 if, in no event shall the Company be required to maintain the effectiveness unqualified opinion of a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders Company, which counsel and opinion shall be borne by the Company, except that reasonably acceptable to the Holders shall bear underwriting discounts and commissionsof Registrable Securities, dealer's fees and broker fees and any transfer tax attributable to the such Holders may then sell all Registrable Securities being proposed to be sold by in the Holdersmanner proposed to be sold without registration under the Act.
Appears in 1 contract
Form S-3. (a) If Following the Closing, the Company becomes eligible shall use all commercially reasonable efforts to use qualify for Registration on Form S-3 under for secondary sales. After the Securities Act Company has qualified for the use of Form S-3, each Investor shall have the right to request three (3) Registrations on Form S-3 with respect to all or a comparable successor form, upon the written request of Holders of an aggregate of at least ten (10%) percent part of the outstanding Registrable Securities held by such Investor (which request all such requests shall be in writing and shall state the number of shares of Registrable Securities to be solddisposed of and the intended method of disposition of shares by the Investor), provided that the Company will use its best shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(c):
(i) Unless such Investor proposes to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $5,000,000;
(ii) Within 180 days of the effective date of the registration statement for the most recent Registration pursuant to this Section 2(c) in which securities held by the Investor could have been included for sale or distribution; or
(iii) During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to effect cause such registration of such Registrable Securitiesstatement to become effective; provided, PROVIDED, HOWEVERhowever, that no the Company may only delay an offering pursuant to this Section 2(c)(iii) for a period of not more than two such sixty (60) days, if a filing of any other registration statements need be filed by the Company in any 12-month statement is not made within that period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000Company may only exercise this right once in any twelve (12) month period. The Company shall give written notice to the other Investor and all Holders of Registrable Securities Other Stockholders of the receipt of a request for registration Registration pursuant to this Section 6.3 2(c) and shall provide a reasonable opportunity for the other Investor and such Holders Other Stockholders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the CompanyRegistration, provided that if the request Registration is for registration has been received by an underwritten offering, the terms of Section 2(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company subsequent will use all commercially reasonable efforts to effect promptly the giving Registration of written notice by the Company, made in good faith, to the Holders all shares of Registrable Securities on Form S-3 to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) period.
(b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so extent requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities holders thereof for sale on a delayed or continuous basis under Rule 415 (if the offering purposes of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine monthsdisposition.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (HSW International, Inc.)
Form S-3. (a) If After the Company becomes eligible to use Form S-3 first public offering of its securities registered under the Securities Act Act, the Company shall use its best efforts to qualify and remain qualified to register securities on Form S-3 (or a comparable any successor form, upon ) under the written request of Holders of Securities Act. An Investor or Investors holding Registrable Securities anticipated to have an aggregate sale price (net of at least ten underwriting discounts and commissions, if any) in excess of $500,000 shall have the right, on one or more occasions, to request registration on Form S-3 (10%or any successor form) percent of for the outstanding Registrable Securities (which request held by such requesting Investor or Investors. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two securities by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000holder or holders. The Company shall give notice to all Holders other holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 3, and such other holders of Registrable Securities shall provide a reasonable opportunity for such Holders then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent subject to the giving of written notice by the Company, made limitations set forth in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) period.
(b) 4. The Company may postpone the filing or the effectiveness of any Registration Statement required hereunder registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed ninety forty-five (9045) daysdays in the aggregate during any twelve (12) month period, if (a) the Company has been advised by legal counsel that such filing or effectiveness would require the disclosure of a material transaction financing, acquisition or other factor corporate transaction, and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines in good faith that immediate registration such disclosure is not in the best interests of such Registrable Securities could otherwise the Company and its stockholders, (b) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans, (c) the managing underwriter determines in good faith that an audit (other than the Company. If so requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company regular year-end audit) would be required to maintain successfully market such offering, and (d) the effectiveness of Company's President certifies in writing that the Company is then currently engaged in discussions with its managing underwriter concerning a registration statement for more than nine monthsthat would be subject to Section 4 hereof.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Form S-3. (a) If the Company becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, upon the written Company shall use its best efforts to continue to qualify at all times for registration on Form S-3 or such successor form. One or more of the Holders holding Registrable Securities shall have the right to request and have effected one registration per year of Holders shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities and having an aggregate of at least ten proposed offering price exceeding $500,000 (10%) percent of the outstanding Registrable Securities (which request such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000. The Company shall give notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 and shall provide a reasonable opportunity for such Holders to participate in the registrationHolder or Holders). The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 SECTION 3.3 to become effective ninety prior to the later of (90a) 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission SEC under the Securities Act is applicable)) and (b) 30 days following the end of any "lock-up" or "black out" period imposed on the Company pursuant to or in connection with any underwriting or purchase agreement relating to an underwritten Rule 144A or registered public offering of securities of the Company; PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day the end of the period set forth in clause (90a) period or (b) above, as applicable, if the request pursuant to this Section 6.3 SECTION 3.3 has been made prior to the expiration of such ninety-day (90) period.
(b) . The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days60 days during any twelve-month period, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. The Company or if the Board shall give notice to all Holders of Directors Registrable Securities of the receipt of a request for registration pursuant to this SECTION 3.3 and shall provide a reasonable opportunity for such Holders to participate in the registration. Subject to the foregoing, the Company determines that immediate will use its best efforts to effect promptly the registration of all shares of Common Stock on Form S-3 or such Registrable Securities could otherwise have a material adverse effect upon successor form to the Companyextent requested by the Holder or Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration under this Section 6.3SECTION 3.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis)415, and to keep such registration effective for the shorter of (a) six months or (b) until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event that "Registrable Securities" shall the Company not include any shares of Common Stock which may be required to maintain the effectiveness of a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holdersholder thereof under Rule 144(k) promulgated under the Securities Act.
Appears in 1 contract
Sources: Investment and Stockholders' Agreement (Pathnet Inc)
Form S-3. (a) If the Company becomes eligible to use Form S-3 under the Securities Act or a comparable successor form, upon the written Company shall use its reasonable best efforts to continue to qualify at all times for registration of its capital stock on Form S-3 or such successor form. Each Holder (or transferee of his, her or its Registrable Securities in accordance with the terms of this Agreement) shall have the right to request and have effected one registration of Holders shares of Registrable Securities on Form S-3 or such successor form for a public offering of shares of Registrable Securities having an aggregate proposed offering price of at least ten not less than $1,000,000 (10%) percent of the outstanding Registrable Securities (which such request shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000Holder or Holders). The Company shall give notice to all of the Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 2.3 and shall provide a reasonable opportunity for such Holders to participate in such a registration. Subject to the registrationforegoing and the provisions of applicable law, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 or such successor form to the extent requested by the Holder or Holders thereof. The Company shall not shall, after consultation with the Holders requesting registration, select one or more underwriters to sell the Registrable Securities to be required to cause registered through an underwritten public offering. All expenses in connection with a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following 2.3 and the effective date reasonable fees and expenses of a registration statement initiated one independent counsel for the Holders shall be borne by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that (i) the Company shall use its best efforts to achieve have no liability for such effectiveness promptly following expenses if such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior registration does not become effective due solely to the expiration action or failure to act of any Holder requiring such ninety-day registration and (90ii) period.
(b) the Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities being registered and transfer taxes on shares being sold by such Holders. The Company may postpone the filing of any Registration Statement registration statement required hereunder for a reasonable period of time, not to exceed ninety (90) 180 days, if the Company has been advised by legal counsel, which counsel shall be acceptable to the Holders, that such filing would require the disclosure of a material transaction or other factor which would not otherwise be required to be disclosed at such time and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if with respect to the Board of Directors registration of the Registrable Shares. At the Company's option, the Company determines that immediate may elect to include in such registration on Form S-3, securities to be issued by the Company and, if required in order to effect the registration of such securities, cause the registration to be made pursuant to a Registration Statement on Form S-1 or S-2, which shall count as the Registration Statement on Form S-3 to be filed pursuant to this Section 2.3. In the event that the Company exercises such option, the inclusion of shares by Holders will be subject to the right of the underwriters to reduce, in view of market conditions, the number of Registrable Securities could otherwise have proposed to be registered (in which case the number of shares of Registrable Securities to be registered shall be allocated among all Holders in proportion, as nearly as practicable, to their respective holdings of Registrable Securities); PROVIDED, HOWEVER, that if the number of Registrable Securities pursuant to such a material adverse effect upon registration shall be reduced to a number which is less than 60% of the Companynumber of Registrable Securities as to which such Holders requested registration pursuant to this Section 2.3 then such registration shall not be counted as the Registration Statement on Form S-3 to be filed pursuant to this Section 2.3 by the Holders requesting such registration. Holders of Registrable Securities will not be permitted to require the Company to file a Registration Statement pursuant to this Section 2.3 more frequently than once every six months. The registration rights provided by this Section 2.3 shall expire on September 19, 2006. If so requested by any Holder in connection with a registration under this Section 6.32.3, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415 (if the offering of securities is permitted on for a continuous or delayed basis)period not to exceed 180 days, and also take such steps, during such 180-day period, as are required to keep such any registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine months.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Form S-3. (a) If Following the Closing, the Company becomes eligible shall use all commercially reasonable efforts to use qualify for Registration on Form S-3 under for secondary sales. After the Securities Act Company has qualified for the use of Form S-3, each Investor shall have the right to request three (3) Registrations on Form S-3 with respect to all or a comparable successor form, upon the written request of Holders of an aggregate of at least ten (10%) percent part of the outstanding Registrable Securities held by such Investor (which request all such requests shall be in writing and shall state the number of shares of Registrable Securities to be solddisposed of and the intended method of disposition of shares by the Investor), provided that the Company will use its best shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 2(c):
(i) Unless such Investor proposes to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of underwriting discounts and expenses of sale) of more than $5,000,000;
(ii) Within 180 days of the effective date of the registration statement for the most recent Registration pursuant to this Section 2(c) in which securities held by the Investor could have been included for sale or distribution; or
(iii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to effect cause such registration of such Registrable Securitiesstatement to become effective; provided, PROVIDED, HOWEVERhowever, that no the Company may only delay an offering pursuant to this Section 2(c)(iii) for a period of not more than two such sixty (60) days, if a filing of any other registration statements need be filed by the Company in any 12-month statement is not made within that period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000Company may only exercise this right once in any twelve (12) month period. The Company shall give written notice to the other Investor and all Holders of Registrable Securities Other Stockholders of the receipt of a request for registration Registration pursuant to this Section 6.3 2(c) and shall provide a reasonable opportunity for the other Investor and such Holders Other Stockholders to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the CompanyRegistration, provided that if the request Registration is for registration has been received by an underwritten offering, the terms of Section 2(a)(ii) shall apply to all participants in such offering. Subject to the foregoing, the Company subsequent will use all commercially reasonable efforts to effect promptly the giving Registration of written notice by the Company, made in good faith, to the Holders all shares of Registrable Securities on Form S-3 to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such effectiveness promptly following such ninety-day (90) period if the request pursuant to this Section 6.3 has been made prior to the expiration of such ninety-day (90) period.
(b) The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed ninety (90) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so extent requested by any Holder in connection with a registration under this Section 6.3, the Company shall take such steps as are required to register such Holder's Registrable Securities holders thereof for sale on a delayed or continuous basis under Rule 415 (if the offering purposes of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine monthsdisposition.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (HSW International, Inc.)
Form S-3. (a) If After the Company becomes eligible to use Form S-3 first public offering of its securities registered under the Securities Act Act, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form S-3 (or a comparable any successor form, upon ) under the written request Securities Act. A holder or holders of Holders of Registrable Securities anticipated to have an aggregate sale price (net of at least ten underwriting discounts and commissions, if any) in excess of $5,000,000 shall have the right to request any number of registrations on Form S-3 (10%or any successor form) percent of for the outstanding Registrable Securities held by such requesting holder or holders, provided however, that there shall be no more than two (which request 2) such registrations under this Section 3 in any twelve (12) month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities to be sold), disposed of and the Company will use its best efforts to effect registration intended method of disposition of such Registrable Securities, PROVIDED, HOWEVER, that no more than two shares by such registration statements need be filed by the Company in any 12-month period and the aggregate proposed offering price of the Registrable Securities shall not be less than $250,000holder or holders. The Company shall give notice to all Holders other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 6.3 3 and such holders of Registrable Securities shall provide a reasonable opportunity for such Holders then have twenty (20) days to notify the Company in writing of their desire to participate in the registration. The Company shall not be required to cause a registration statement requested pursuant to this Section 6.3 to become effective ninety (90) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); PROVIDED, HOWEVER, that the Company shall use its best efforts to achieve such (a) promptly cause the effectiveness promptly following such ninety-day of the registration statement (90but in no event later than sixty (60) period if days from the request pursuant to this Section 6.3 has been made prior date of the request) of all shares on Form S-3 (or a comparable successor form) to the expiration of extent requested by such ninety-day (90) period.
holders and (b) The keep such registration statement effective until the earlier of one-hundred eighty (180) days or until such holders have completed the sales described in such registration statement, provided, however, that the Company may postpone the filing or the effectiveness of any Registration Statement required hereunder registration statement pursuant to this Section 3 for a reasonable period of time, provided that such postponements shall not to exceed ninety (90) daysdays in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require the disclosure of a material transaction financing, acquisition or other factor corporate transaction, and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company or if the Board of Directors of the Company determines in good faith that immediate registration of such Registrable Securities could otherwise have a material adverse effect upon the Company. If so requested by any Holder in connection with a registration under this Section 6.3, disclosure would be detrimental to the Company shall take such steps as are required to register such Holder's Registrable Securities and its stockholders or (ii) the Board of Directors determines in good faith that there is a valid business purpose or reason for sale on a delayed delaying filing or continuous basis under Rule 415 (if the offering of securities is permitted on a continuous or delayed basis), and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold; provided, however, in no event shall the Company be required to maintain the effectiveness of a registration statement for more than nine monthseffectiveness.
(c) All expenses incurred in connection with any registration requested pursuant to this Section 6.3 and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that the Holders shall bear underwriting discounts and commissions, dealer's fees and broker fees and any transfer tax attributable to the Registrable Securities being sold by the Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (IntraLinks Holdings, Inc.)