Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 11 contracts
Sources: Purchase Option Agreement (Trio Merger Corp.), Purchase Option Agreement (Pantheon China Acquisition Corp.), Purchase Option Agreement (Columbus Acquisition Corp)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 11 contracts
Sources: Purchase Option Agreement (Ascend Acquisition Corp.), Purchase Option Agreement (Paramount Acquisition Corp), Purchase Option Agreement (Renaissance Acquisition Corp.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 9 contracts
Sources: Purchase Option Agreement (Collabrium Japan Acquisition Corp), Purchase Option Agreement (Infinity Cross Border Acquisition Corp), Purchase Option Agreement (Infinity Cross Border Acquisition Corp)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 8 contracts
Sources: Purchase Option Agreement (ChinaGrowth South Acquisition CORP), Purchase Option Agreement (ChinaGrowth North Acquisition CORP), Purchase Option Agreement (ChinaGrowth North Acquisition CORP)
Grant of Right. The If at any time prior to the earlier of the Expiration Date or the five-year anniversary of the Effective Date, a Registration Statement covering the issuance or resale of the Registrable Securities is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrant and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, the Shares underlying all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days as expeditiously as possible after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrant and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be required to effect more than one (1) Demand Registration under this Section 5.1.44.1 in respect of all Registrable Securities.
Appears in 5 contracts
Sources: Purchase Warrant Agreement (Edoc Acquisition Corp.), Purchase Warrant Agreement (East Stone Acquisition Corp), Purchase Warrant Agreement (GreenVision Acquisition Corp.)
Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“"Majority Holders”"), agrees to use its best efforts to register (the “"Demand Registration”") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationregistration , a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 5 contracts
Sources: Purchase Option Agreement (InterAmerican Acquisition Group Inc), Purchase Option Agreement (InterAmerican Acquisition Group Inc), Purchase Option Agreement (InterAmerican Acquisition Group Inc)
Grant of Right. The CompanyIn addition to the demand right of registration, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% Holders of the Purchase Options and/or shall have the underlying Units and/or right for a period of seven years commencing on the underlying Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act on one occasionor pursuant to Form S-8); provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of 90 days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling stockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling stockholders, including all holders of the Registrable Securities. The Company shall give written notice of such proposed filing to the Holders of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may practicable, but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be made at any time during a period included in such offering, the intended method(s) of five years beginning on distribution, and the Effective Date. The Initial Demand Notice shall specify name of the proposed managing underwriter or underwriters, if any, of the offering, and offer the Holders in such notice the opportunity to register the sale of such number of shares of Registrable Securities proposed to be sold and the intended method(sas such holders may request in writing within five (5) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the following receipt of any such Initial Demand Noticenotice (a "Piggy-Back Registration"). Each holder of Registrable Securities who wishes All Holders proposing to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have distribute their Registrable Securities included through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the Demand underwriter or underwriters selected for such Piggy-Back Registration, subject to Section 5.1.4.
Appears in 5 contracts
Sources: Purchase Option Agreement (InterAmerican Acquisition Group Inc), Purchase Option Agreement (InterAmerican Acquisition Group Inc), Purchase Option Agreement (InterAmerican Acquisition Group Inc)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockSubunits, Ordinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Subunits and Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 5 contracts
Sources: Purchase Option Agreement (China VantagePoint Acquisition Co), Purchase Option Agreement (China VantagePoint Acquisition Co), Purchase Option Agreement (China VantagePoint Acquisition Co)
Grant of Right. The Company, upon written demand (a “Initial Demand Notice”) of the Holder(s) of at least 51% (the “Majority Holders”) of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”)Securities, agrees to use its best efforts to register (the “Demand Registration”) under the Act register, on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants Option and the Common Stock underlying the Warrants Securities (collectively, the “Registrable Securities”)) as requested by the Majority Holders. On such occasion, the The Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its reasonable best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five (5) years beginning on the Effective Date. The Initial Company covenants and agrees to give written notice of its receipt of any Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holder(s) to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 4 contracts
Sources: Underwriter’s Option Agreement (Aquasition Corp.), Purchase Option Agreement (Selway Capital Acquisition Corp.), Purchase Option Agreement (FlatWorld Acquisition Corp.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 5150.1% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its reasonable best efforts to register (the “Demand Registration”) under the Securities Act on one occasiontwo occasions, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants that are not capable of being sold pursuant to Rule 144 or other exemption from registration without a volume limitation (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities within sixty days after receipt that will permit an offering of the Initial Demand Notice Registrable Securities from time-to-time and use its reasonable best efforts to have such registration statement or post-effective amendment filed and declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen five (155) days after the receipt by the holder of the notice from the CompanyCompany and complete a selling shareholder questionnaire. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company will then use its reasonable best efforts (a) to prepare and file within sixty (60) days a new registration statement or a post-effective amendment to the Registration Statement covering the resale of the Registrable Securities which the Demanding Holders have requested to be registered and (b) to cause such registration statement to be declared effective as soon as possible thereafter.
Appears in 4 contracts
Sources: Unit Purchase Option Agreement (SMG Indium Resources Ltd.), Unit Purchase Option Agreement (SMG Indium Resources Ltd.), Unit Purchase Option Agreement (SMG Indium Resources Ltd.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Share, the Warrants and the Common Stock Ordinary Share underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 4 contracts
Sources: Purchase Option Agreement (China Discovery Acquisition Corp.), Purchase Option Agreement (Nagao Group Holdings LTD), Purchase Option Agreement (China Discovery Acquisition Corp.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.
Appears in 4 contracts
Sources: Purchase Option Agreement (Andina Acquisition Corp), Purchase Option Agreement (Andina Acquisition Corp), Purchase Option Agreement (Andina Acquisition Corp)
Grant of Right. The If at any time prior to the Expiration Date, the Registration Statement is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities Warrant Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Securities Act on one occasion, all or any portion of the Purchase Options Warrant Shares requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the The Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty thirty (30) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during which the Majority Holders hold any of the Warrant Shares. Notwithstanding the foregoing, the Company shall not be required to effect a period registration pursuant to this Section 4.1.1: (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; or (C) within ninety (90) days after the effective date of five years beginning a prior registration in respect of the Company’s Common Stock. For purposes of this Warrant, a “Scheduled Black-Out Period” shall means the periods from and including the day that is ten (10) days prior to the last day of a fiscal quarter of the Company to and including the day that is two (2) days after the day on which the Effective DateCompany publicly releases its earnings for such fiscal quarter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities Warrant Shares of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities the Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities Warrant Shares in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities Warrant Shares included in the Demand Registration, subject . Subject to Section 5.1.44.1.2, the Company shall not be obligated to effect more than one Demand Registration under this Section 4.1.1 in respect of all Warrant Shares and notwithstanding anything herein to the contrary, in accordance with FINRA Rule 5110(g)(8)(C) such demand registration right may not be exercised more than five years from the commencement of sales of the offering pursuant to which this Warrant is being issued.
Appears in 4 contracts
Sources: Warrant Agreement (Wetouch Technology Inc.), Warrant Agreement (Wetouch Technology Inc.), Warrant Agreement (Wetouch Technology Inc.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% more than fifty percent (50%) of the Shares subject to Purchase Options and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best commercially reasonable efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Option requested by the Majority Holders in the Initial Demand Notice and all of the securities Shares underlying such Purchase OptionsOption, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best commercially reasonable efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty ninety (90) days after receipt of the Initial Demand Notice and use its best commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Closing Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Option and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 3 contracts
Sources: Underwriting Agreement (Scopus BioPharma Inc.), Purchase Option Agreement (Scopus BioPharma Inc.), Purchase Option Agreement (Scopus BioPharma Inc.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares and type of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 3 contracts
Sources: Purchase Option Agreement (CIS Acquisition Ltd.), Purchase Option Agreement (Prime Acquisition Corp), Purchase Option Agreement (Prime Acquisition Corp)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 3 contracts
Sources: Purchase Option Agreement (China Opportunity Acquisition Corp.), Purchase Option Agreement (Geneva Acquisition Corp), Purchase Option Agreement (Geneva Acquisition Corp)
Grant of Right. The Company, upon written demand (“an "Initial Demand Notice”") of the Holder(sholder(s) of at least an aggregate of 51% of the all outstanding Purchase Options issued by the Company and/or the underlying Units and/or the underlying securities (“the "Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectivelyWarrants(collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.45.2.1.
Appears in 3 contracts
Sources: Purchase Option Agreement (Asia Special Situation Acquisition Corp), Purchase Option Agreement (Asia Special Situation Acquisition Corp), Purchase Option Agreement (Asia Special Situation Acquisition Corp)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”the "INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% in interest of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”the "MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities that will permit an offering of the Registrable Securities from time-to-time within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five (5) years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 3 contracts
Sources: Purchase Option Agreement (Tailwind Financial Inc.), Purchase Option Agreement (Tailwind Financial Inc.), Purchase Option Agreement (Tailwind Financial Inc.)
Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“"Majority Holders”"), agrees to use its best efforts to register (the “"Demand Registration”") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities Securiites proposed to be sold and the intended method(s) of distribution thereof. The Company will notify covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 3 contracts
Sources: Purchase Option Agreement (Vector Intersect Security Acquisition Corp.), Purchase Option Agreement (Vector Intersect Security Acquisition Corp.), Purchase Option Agreement (Vector Intersect Security Acquisition Corp.)
Grant of Right. The Company, upon written demand (“Initial Demand NoticeDEMAND NOTICE”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority HoldersMAJORITY HOLDERS”), agrees to use its best efforts to register (the “Demand RegistrationDEMAND REGISTRATION”) under the Act on one occasionAct, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockShares, the Warrants and the Common Stock Shares underlying the Warrants (collectively, the “Registrable SecuritiesREGISTRABLE SECURITIES”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderDEMANDING HOLDER”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one Demand Registration under this Section 5.1 in respect of the Registrable Securities.
Appears in 3 contracts
Sources: Purchase Option Agreement (International Brands Management Group LTD), Purchase Option Agreement (International Brands Management Group LTD), Purchase Option Agreement (International Brands Management Group LTD)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Ordinary Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Warrants requested by the Majority Holders in the Initial Demand Notice and all of the securities Ordinary Shares underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrants and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.
Appears in 3 contracts
Sources: Warrant Agreement (Distoken Acquisition Corp), Warrant Agreement (Distoken Acquisition Corp), Warrant Agreement (Distoken Acquisition Corp)
Grant of Right. The If at any time prior to the earlier of the Expiration Date or the five-year anniversary of the Effective Date, a Registration Statement covering the issuance or resale of the Registrable Securities is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrant and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act Act, on one occasion, the Shares underlying all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days as expeditiously as possible after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrant and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be required to effect more than one (1) Demand Registration under this Section 5.1.44.1 in respect of all Registrable Securities.
Appears in 2 contracts
Sources: Purchase Warrant Agreement (Anghami Inc), Purchase Warrant Agreement (Vistas Media Acquisition Co Inc.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockRights, Ordinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Rights and the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 2 contracts
Sources: Purchase Option Agreement (Arowana Inc.), Purchase Option Agreement (Arowana Inc.)
Grant of Right. The Company, upon Upon written demand (“Initial Demand Notice”the "DEMAND NOTICE") of the Holder(s) of at least 51% in interest of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”the "MAJORITY HOLDERS"), the Company agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasionWithin sixty (60) days after receipt of the Demand Notice, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities within sixty days after receipt that will permit an offering of the Initial Demand Notice Registrable Securities from time-to-time and use its best reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five (5) years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen ten (1510) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to any reductions pursuant to Section 5.1.46.1.4.
Appears in 2 contracts
Sources: Purchase Option Agreement (Western United Financial Corp), Purchase Option Agreement (Western United Financial Corp)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 2 contracts
Sources: Purchase Option Agreement (East India CO Acquisition Corp.), Purchase Option Agreement (Fortissimo Acquisition Corp.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockShares, the Warrants and the Common Stock Shares underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 2 contracts
Sources: Purchase Option Agreement (FMG Acquisition Corp), Purchase Option Agreement (FMG Acquisition Corp)
Grant of Right. The CompanyIn addition to the demand right of registration, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% Holders of the Purchase Options and/or shall have the underlying Units and/or right for a period of seven years commencing on the underlying Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act on one occasionor pursuant to Form S-8); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of 90 days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling stockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling stockholders, including all holders of the Registrable Securities. The Company shall give written notice of such proposed filing to the Holders of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may practicable, but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be made at any time during a period included in such offering, the intended method(s) of five years beginning on distribution, and the Effective Date. The Initial Demand Notice shall specify name of the proposed managing underwriter or underwriters, if any, of the offering, and offer the Holders in such notice the opportunity to register the sale of such number of shares of Registrable Securities proposed to be sold and the intended method(sas such holders may request in writing within five (5) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the following receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration notice (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderPiggy-Back Registration”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company). Upon any such request, the Demanding All Holders shall be entitled proposing to have distribute their Registrable Securities included through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the Demand underwriter or underwriters selected for such Piggy-Back Registration, subject to Section 5.1.4.
Appears in 2 contracts
Sources: Purchase Option Agreement (Argyle Security Acquisition CORP), Purchase Option Agreement (Argyle Security Acquisition CORP)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockRights Ordinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Rights and the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 2 contracts
Sources: Purchase Option Agreement (CB Pharma Acquisition Corp.), Purchase Option Agreement (CB Pharma Acquisition Corp.)
Grant of Right. The Subject to the other terms and conditions set forth herein, the Company, upon written demand (“Initial Demand Notice”) at the request of the Holder(s) of Holders representing at least 51% of the (i) this Purchase Options and/or Option then outstanding, (ii) the underlying Units and/or then outstanding, (iii) the underlying securities Warrants then outstanding and (iv) the underlying Common Stock then outstanding (in each case, determined on the basis of the aggregate number of shares of underlying Common Stock then outstanding and issuable and, collectively, the “Majority Holders”), agrees to use its best efforts to register register, pursuant to one (the “Demand Registration”1) under the Act on one occasionrequest for registration, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Units (including the shares of Common Stock and the shares of Common Stock for which the Warrants are exercisable) then held by Holders for which registration is necessary for such shares of Common Stock underlying the Units to be freely transferable (collectively, the “Registrable Securities”). On With respect to such occasionrequest, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement Company’s registration statement relating to the Offering covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice (as defined below), or as soon thereafter as practicable, and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on To make such request, the Effective Date. The Initial Demand Notice Majority Holders must give written notice to that effect to the Company, which notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofthereof (the “Initial Demand Notice”). To be effective, the Initial Demand Notice must be received by the Company during a period beginning on the Commencement Date and ending five (5) years subsequent to the effective date of the Company’s registration statement relating to the Offering (the “Effective Date”); provided, that the Majority Holders may not deliver an Initial Demand Notice prior to the consummation of the Initial Business Combination. The Company will notify shall give written notice of its receipt of any Initial Demand Notice from any Holder to all holders other Holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from after the date of the its receipt of any such Initial Demand Notice. Each holder , and any such other Holder of the Registrable Securities who wishes to include all or a portion of such holderHolder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) demand registration shall so notify the Company within fifteen (15) days after the such Holder’s receipt by the holder of the notice from the Company. Upon any Once made, a request for registration pursuant to an Initial Demand Notice provided in accordance with this Section 5.1.1 may not be revoked, except that such request, a request may be revoked (and shall not be deemed to have been made for purposes of determining the Demanding rights of Holder under this Section 5.1.1) by the Majority Holders if (i) the Majority Holders shall be entitled have received notice of a Blackout Period (as defined below) from the Company and (ii) the Majority Holders provide written notice to have their Registrable Securities included in the Company within (10) days after receipt of such notice requesting such revocation for the purpose of preserving the right to request registration pursuant to an Initial Demand Registration, subject to Section 5.1.4Notice at a time subsequent thereto.
Appears in 2 contracts
Sources: Purchase Option Agreement (Symmetry Holdings Inc), Purchase Option Agreement (Symmetry Holdings Inc)
Grant of Right. The Company, upon written demand (the “Initial Demand Notice”) by the majority holder(s) of the Holder(s) of at least 51% Warrants and/or the Warrant Shares of the Purchase Options and/or the underlying Units and/or the underlying securities Warrants (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasiontwo (2) occasions, all or any portion of the Purchase Options shares of Common Stock issued or issuable upon conversion or exercise, as the case may be, of the Warrant and/or Warrant Shares requested by the Majority Holders Holder(s) in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasionoccasions, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The A demand for registration may be made at any time during a period which the Majority Holders holds any of five years beginning on the Effective DateWarrant Shares or Registrable Securities. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrants, Warrant Shares and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Warrants, Warrant Shares or Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days Calendar Days after the receipt by the holder Holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be obligated to effect more than two (2) Demand Registrations under this Section 5.1.45.1 in respect of all Registrable Securities during the five (5) year period after the Effective Date.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Envision Solar International, Inc.), Common Stock Purchase Warrant (Envision Solar International, Inc.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockShares, the Warrants and the Common Stock Shares underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 2 contracts
Sources: Purchase Option Agreement (Inter-Atlantic Financial, Inc.), Purchase Option Agreement (Inter-Atlantic Financial, Inc.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.
Appears in 2 contracts
Sources: Purchase Option Agreement (GEF Acquisition Corp), Purchase Option Agreement (GEF Acquisition Corp)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will agree to use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 2 contracts
Sources: Purchase Option Agreement (Fortissimo Acquisition Corp.), Purchase Option Agreement (Fortissimo Acquisition Corp.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 5150.1% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its reasonable best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Securities Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities that will permit an offering of the Registrable Securities from time-to-time within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five four years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 2 contracts
Sources: Purchase Option Agreement (Granahan McCourt Acquisition CORP), Purchase Option Agreement (Granahan McCourt Acquisition CORP)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities Securiites proposed to be sold and the intended method(s) of distribution thereof. The Company will notify covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 2 contracts
Sources: Purchase Option Agreement (Argyle Security Acquisition CORP), Purchase Option Agreement (Argyle Security Acquisition CORP)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options this Warrant and/or the underlying Units and/or the underlying securities Warrant Stock (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Securities Act on one occasion, all or any portion of the Purchase Options this Warrant requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty 60 days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period after the 90th day following the closing of five years beginning on the Effective Initial Business Combination (the “Release Date”). The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options this Warrant and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) 15 days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. Further, subject the Company shall not be obligated to Section 5.1.4deliver securities tot he holder until such time, if any, that a registration statement is declared effective. If the Company uses its bests efforts to comply with such provisions then it shall have no liability due to a delay in the registration or the effectiveness of such registration statement. Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will the Company be required to net cash settle the exercise of this Warrant. As a result of the foregoing, this Warrant may expire unexercised.
Appears in 1 contract
Sources: Warrant Agreement (TransTech Services Partners Inc.)
Grant of Right. The Company, upon written demand (the “Initial Demand Notice”) of the Holder(s) of at least 51% more than fifty percent (50%) of the Shares subject to Purchase Options and/or and the underlying Units and/or Shares (the underlying securities (“Majority Holders”), agrees to use its best commercially reasonable efforts to register on a registration statement (the “Demand Registration”) under the Act Act, on one occasion, all or any portion of the Shares subject to Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities Shares underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Options (collectively, the “Registrable Securities”). On such occasion, the Company will use its best commercially reasonable efforts to file a registration statement or a post-effective amendment to the Registration Statement registration statement covering the Registrable Securities within sixty ninety (90) days after receipt of the Initial Demand Notice and use its best commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible practicable thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Closing Date (provided, however, that if the Initial Demand Notice is delivered prior to the Commencement Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration prior to the Commencement Date). The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Sources: Purchase Option Agreement (AeroClean Technologies, LLC)
Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“"Majority Holders”"), agrees to use its best efforts to register (the “"Demand Registration”") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities that will permit an offering of the Registrable Securities from time-to-time within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Sources: Purchase Option Agreement (Boomerang Holdings, Inc.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”"INITIAL DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”"MAJORITY HOLDERS"), agrees to use its best efforts to register (the “Demand Registration”"DEMAND REGISTRATION") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”"REGISTRABLE SECURITIES"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationregistration , a “Demanding Holder”"DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Sources: Purchase Option Agreement (Vector Intersect Security Acquisition Corp.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Share, the Warrants and the Common Stock Ordinary Share underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Sources: Purchase Option Agreement (China Ascendance Acquisition Corp.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Units subject to Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase OptionsOption, including the Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on December 1, 2020, the date that the Company’s initial registration statement filed with the U.S. Securities and Exchange Commission, file number 333-232189, was declared effective (“Effective Date”). The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Option and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Sources: Unit Purchase Option Agreement (Scopus BioPharma Inc.)
Grant of Right. The If at any time prior to the Expiration Date, the Registration Statement is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Delivered Securities (“Majority Holders”), agrees to use its best commercially reasonable efforts to register (the “Demand Registration”) under the Act on one occasiontwo occasions, all or any portion of the Purchase Options shares of Common Stock issued or issuable upon conversion or exercise, as the case may be, of the Delivered Securities requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such each occasion, the Company will use its best commercially reasonable efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period which the Majority Holders hold any of five years beginning on the Effective DateDelivered Securities or Registrable Securities. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrants, Delivered Securities and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Purchase Warrants, Delivered Securities or Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be obligated to effect more than two (2) Demand Registration under this Section 5.1.45.1 in respect of all Registrable Securities during the five year period after the Effective Date.
Appears in 1 contract
Grant of Right. The CompanyIn addition to the demand right of registration, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or shall have the underlying Units and/or right commencing on December 5, 1996 and up to 5:00 p.m., New York Time, on August 20, 2002, to include the underlying Registrable Securities as part of any other registration of securities filed by the Company (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act on one occasionor pursuant to Form S-4 or S-8 or any successor forms), provided, however, that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholders), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without materially and adversely affecting the entire offering, then the Company may exclude from such offering all or any portion of the Purchase Options Registrable Securities requested to be so registered, provided, further, that if any Registrable Securities are so excluded, then the number of securities to be sold by all stockholders in such public offering shall be apportioned pro rata among all such selling stockholders, including all Holder(s) of the Majority Holders Registrable Securities, according to the total amount of securities of the Company owned by said selling stockholders, including all Holder(s) of the Registrable Securities. If, subsequent to exercise of the demand registration right referred to in the Initial Demand Notice and all preceding Section 5.1, any Registrable Securities requested to be included in an offering ("Other Offering") pursuant to the "piggyback" rights described in this Section are not so included because of the securities underlying such Purchase Optionsoperation of the first provision of the preceding sentence, including then the UnitsHolder(s) of the Registrable Securities shall have the right, Common Stockto require the Company, the Warrants at is expense, to prepare and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to under the Registration Statement Act covering the such Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have cause such registration statement or post-effective amendment declared to become effective as soon if the Holder(s) had a further demand registration right as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on provided in Section 5.1 (but without the Effective Date. The Initial Demand Notice shall specify requirement that such Holder(s) constitute "Majority Holder(s)"), provided, that if the number of shares of underwriter so requested, such Registrable Securities proposed to shall not be sold and until the intended method(s) expiration of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten 180 days from the effective date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4Other Offering.
Appears in 1 contract
Sources: Purchase Option Agreement (Software Publishing Corp Holdings Inc)
Grant of Right. The Company, upon written demand (“an "Initial Demand Notice”") of the Holder(sholder(s) of at least an aggregate of 51% of the all outstanding Purchase Options issued by the Company and/or the underlying Units and/or the underlying securities (“the "Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.45.2.1.
Appears in 1 contract
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the shares of Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Sources: Purchase Option Agreement (Empeiria Acquisition Corp)
Grant of Right. The Company, upon written demand (the “Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Option and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best commercially reasonable efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase OptionsOption, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best commercially reasonable efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days as expeditiously as possible after receipt of the Initial Demand Notice and use its best commercially reasonable efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five four and one-half years beginning on 180 days after the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Option and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.
Appears in 1 contract
Sources: Purchase Option Agreement (Bison Capital Acquisition Corp.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrants and/or the underlying Units and/or the underlying securities Delivered Securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options shares of Common Stock issued or issuable upon conversion or exercise, as the case may be, of the Delivered Securities requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period which the majority Holder holds any of five years beginning on the Effective DateDelivered Securities or Registrable Securities. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrants, Delivered Securities and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Purchase Warrants, Delivered Securities or Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1.45.1 in respect of all Registrable Securities during the five year period after the Effective Date.
Appears in 1 contract
Sources: Warrant Agreement (AMEDICA Corp)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Units subject to Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase OptionsOption, including the Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Option and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Grant of Right. The If at any time prior to the Expiration Date, the Registration Statement is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities Warrant Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Securities Act on one occasion, all or any portion of the Purchase Options Warrant Shares requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the The Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty thirty (30) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during which the Majority Holders hold any of the Warrant Shares. Notwithstanding the foregoing, the Company shall not be required to effect a period registration pursuant to this Section 4.1.1: (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; or (C) within ninety (90) days after the effective date of five years beginning a prior registration in respect of the Company’s Common Stock. For purposes of this Warrant, a “Scheduled Black-Out Period” shall means the periods from and including the day that is ten (10) days prior to the last day of a fiscal quarter of the Company to and including the day that is two (2) days after the day on which the Effective DateCompany publicly releases its earnings for such fiscal quarter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities Warrant Shares of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities the Warrant Shares who wishes to include all or a portion of such holder’s Registrable Securities Warrant Shares in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities Warrant Shares included in the Demand Registration, subject . Subject to Section 5.1.44.1.2, the Company shall not be obligated to effect more than one Demand Registration under this Section 4.1.1 in respect of all Warrant Shares.
Appears in 1 contract
Grant of Right. The Company, upon written demand (“Initial Demand NoticeINITIAL DEMAND NOTICE”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority HoldersMAJORITY HOLDERS”), agrees to use its best efforts to register (the “Demand RegistrationDEMAND REGISTRATION”) under the Act on one occasionAct, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockShares, the Warrants and the Common Stock Shares underlying the Warrants (collectively, the “Registrable SecuritiesREGISTRABLE SECURITIES”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderDEMANDING HOLDER”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than an aggregate of two Demand Registrations under this Section 5.1 in respect of the Registrable Securities.
Appears in 1 contract
Sources: Purchase Option Agreement (International Brands Management Group LTD)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration (as defined below) for such period as may be applicable to deferment of any demand registration to which any such Piggy-Back Registration relates, in each case if the Company shall furnish to the Demanding Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.
Appears in 1 contract
Sources: Purchase Option Agreement (Lone Oak Acquisition Corp)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Units subject to Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase OptionsOption, including the Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on January 29, 2016, the date that the Company’s initial registration statement filed with the U.S. Securities and Exchange Commission, file number 333-203659, was declared effective (“Effective Date”). The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Option and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Grant of Right. The Company, upon written demand (“an "Initial Demand Notice”") of the Holder(sholder(s) of at least an aggregate of 51% of the all outstanding Purchase Options issued by the Company and/or the underlying Units and/or the underlying securities (“the "Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“"Majority Holders”"), agrees to use its best efforts to register (the “"Demand Registration”") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Sources: Purchase Option Agreement (Media & Entertainment Holdings, Inc.)
Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Majority Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”as defined herein), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasiontwo occasions, all or any portion of the Purchase Options portion, as requested by the Majority Holders in the Initial Demand Notice and all Notice, of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants Options and the Common Stock underlying issuable upon exercise of the Warrants Purchase Options (collectively, collectively the “"Registrable Securities”"). The demand for registration may be made at any time commencing on December 5, 1996 and up to 5:00 p.m., New York Time, on August 20, 2002. On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty ninety days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible promptly thereafter. The demand for Should this registration may or the effectiveness thereof be made at any time during a period of five years beginning on delayed by the Effective Date. The Initial Demand Notice shall specify Company, the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders exercisability of the Purchase Options and/or shall be extended for a period of time equal to the delay in registering the Registrable Securities caused by the Company. Moreover, if the Company fails to use its best efforts to comply with the provisions of this Section 5.1.1, the Company shall, in addition to any other equitable or other relief available to the Majority Holder(s), including the Holder of this Purchase Option if such Holder communicated his demand to the Company to include his Registrable Securities in such registration statement, be liable for any and all incidental, special and consequential damages (including, but not limited to, the loss of profit suffered as a result of such failure, calculated by reference to the difference between the Exercise Price and the Market Price for the Common Stock at the time the registration would have been declared effective if the Company had used its best efforts) sustained by the Majority Holder(s), including the holder of this Purchase Option if such Holder communicated his demand to the Company to include his Registrable Securities in such registration statement. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice by any Holder(s) to all other registered Holders of the demand Purchase Options and the Registrable Securities within ten thirty days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Sources: Purchase Option Agreement (Software Publishing Corp Holdings Inc)
Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities shares of Common Stock and Warrants (“"Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities Securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, collectively the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible promptly thereafter. Should this registration or the effectiveness thereof be delayed by the Company, the exercisability of the Purchase Options shall be extended for a period of time equal to the delay in registering the Registrable Securities provided, however, that such extension date shall not extend beyond five years from the Effective Date. Moreover, if the Company fails to comply with the provisions of this Section 5.1.1, the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any and all incidental, special and consequential damages sustained by the Holder(s). The demand for registration may be made at any time during a period of five four years beginning on one year from the Effective Date. The Company covenants and agrees to give written notice of its receipt of any Initial Demand Notice shall specify the number of shares of Registrable Securities proposed by any Holder(s) to be sold and the intended method(s) of distribution thereof. The Company will notify all holders other registered Holders of the Purchase Options and/or the Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Grant of Right. The If at any time prior to the Expiration Date, a Registration Statement covering the issuance or resale of the Registrable Securities is no longer effective, the Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options Warrant and/or the underlying Units and/or the underlying securities Shares (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, the Shares underlying all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants Warrant (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days as expeditiously as possible after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Warrant and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject . The Company shall not be required to effect more than one (1) Demand Registration under this Section 5.1.44.1 in respect of all Registrable Securities.
Appears in 1 contract
Sources: Underwriter’s Warrant Agreement (Proficient Alpha Acquisition Corp)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Units subject to Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase OptionsOption, including the Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Closing Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options Option and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Grant of Right. The Company, upon written demand (“the delivery of the Initial Demand Notice”Notice (as defined below) of the Holder(s) of at least 51% (collectively, the "Demanding Holders") of the Purchase Options and/or the underlying Units and/or the underlying securities Registrable Securities (“Majority Holders”defined below), agrees to use its best efforts to register (the “a "Demand Registration”") under the Act on one occasionno more than two occasions, all or any portion of the Purchase Options Registrable Securities requested by the Majority Demanding Holders in the Initial Demand Notice and all of the securities underlying Notice. With respect to such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasionregistration request, the Company will use its best commercially reasonable efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty as soon as reasonably practicable but no later than one hundred twenty (120) days after receipt of the Initial Demand Notice and and, upon filing, use its best commercially reasonable efforts to have such registration statement or post-effective amendment Registration Statement declared effective as soon as possible practicable thereafter; provided, that the Company shall be deemed to have complied with its obligation hereunder so long as it has made such commercially reasonable efforts; provided, further, that the Demanding Holders shall provide at least fifteen (15) business days notice to the Company that the Demanding Holders desire the Company commence the preparation of and effect the filing of a Registration Statement with the Commission as to the Registrable Securities (the "Initial Demand Notice"). The demand for registration may Notwithstanding the foregoing, if the Company provides the Demanding Holders notice of a Blackout Period within seven (7) business days after it receives the Initial Demand Notice, then (x) the Company's obligation to take any action pursuant to this Section 2.1.1, including to file a Registration Statement covering the Registrable Securities, shall be made at any time suspended during a period of five years beginning on the Effective Date. The Blackout Period and (y) the Initial Demand Notice shall specify thereupon be deemed received, for purposes of determining the number timing of shares any obligation of the Company under this Section 2.1.1 to register the Registrable Securities proposed to Securities, on the first business day immediately following the termination of such Blackout Period. An Initial Demand Notice shall be sold effective only if it is received by the Company during the period beginning on the Release Date and ending on the intended method(s) of distribution fifth anniversary thereof. The Company will notify shall give written notice of its receipt of any Initial Demand Notice from any Holder(s) to all holders other registered Holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) business days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registrationOnce made, a “request for registration pursuant to an Initial Demand Notice provided in accordance with this Section 2.1.1 may not be revoked, except that such a request for registration pursuant to an Initial Demand Notice may be revoked (and shall not be deemed to have been made for purposes of determining the rights of the Holders under this Section 2.1) if (i) the Demanding Holder”Holders have received a notice of a Blackout Period from the Company and (ii) shall so notify the Demanding Holders provide written notice to the Company within fifteen ten (1510) business days after of receipt of any such notice of a Blackout Period requesting such revocation for the receipt purpose of preserving the right to request registration pursuant to an Initial Demand Notice at a time subsequent thereto. For the avoidance of doubt, the Company may not delay the ability of the Demanding Holders to exercise their registration rights under this Agreement by way of giving notice of a Blackout Period more than once during any 12 month period, and any notice of a Blackout Period given by the holder of the notice from the Company. Upon any such request, Company to the Demanding Holders shall not be entitled to have their Registrable Securities included in made within four months of any previous Blackout Period notice given by the Demand Registration, subject to Section 5.1.4Company.
Appears in 1 contract
Sources: Registration Rights Agreement (Confluence Acquisition Partners I, Inc.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “"Demand Registration”") under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. . Notwithstanding anything contained herein to the contrary, the Company shall be entitled to postpone the filing of the Registration Statement for a reasonable period of time not in excess of thirty (30) calendar days, if the Board of Directors of the Company determines, in good faith exercise of its reasonable business judgment, that such registration and offering would materially and adversely interfere or affect the negotiation or completion of a transaction that is being contemplated by the Company. If the Company postpones the filing of a Registration Statement, it will promptly notify the holders of Registrable Securities in writing when the events or circumstances permitting such postponements have ended and shall promptly undertake such actions as would have been required hereunder but for such postponement.
Appears in 1 contract
Sources: Purchase Option Agreement (Echo Healthcare Acquisition Corp.)
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(sholder(s) of at least 51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five (5) years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding HolderHolders”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.
Appears in 1 contract
Grant of Right. The Company, upon written demand (“"Initial Demand Notice”") of the Holder(s) of at least 51% a majority in interest of the Purchase Options and/or the underlying Units and/or the underlying securities (“"Majority Holders”"), agrees to use its best efforts to register (the “"Demand Registration”") under the Act on one occasionAct, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockShares, the Warrants and the Common Stock Shares underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders Holders of the Purchase Options and/or Registrable Securities of the demand within ten (10) days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “"Demanding Holder”") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall not be obligated to effect more than an aggregate of two Demand Registrations under this Section 5.1 in respect of the Registrable Securities. In no event shall a registration statement that has been filed with respect to the Warrants be declared effective until the Company has completed a Business Combination.
Appears in 1 contract
Grant of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 5150.1% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its reasonable best efforts to register (the “Demand Registration”) under the Securities Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement for use in an offering of the Registrable Securities from time-to-time or a post-effective amendment to the Registration Statement covering all of the Registrable Securities that will permit an offering of the Registrable Securities from time-to-time within sixty days after receipt of the Initial Demand Notice and use its reasonable best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereofof the Registrable Securities. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Sources: Purchase Option Agreement (SMG Indium Resources Ltd.)
Grant of Right. The Company, upon written demand (“an "Initial Demand Notice”") of the Holder(sholder(s) of at least an aggregate of 51% of the all outstanding Purchase Options issued by the Company and/or the underlying Units and/or the underlying securities (“the "Majority Holders”"), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively, the “"Registrable Securities”"). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “" Demanding Holder”Holder ") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.
Appears in 1 contract
Sources: Purchase Option Agreement (Harbor Business Acquisition Corp.)
Grant of Right. The Company, upon written demand (an “Initial Demand Notice”) of the Holder(sholder(s) of at least an aggregate of 51% of the all outstanding Purchase Options issued by the Company and/or the underlying Units and/or the underlying securities (the “Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or any portion of the Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase Options, including the Units, Common StockOrdinary Shares, the Warrants and the Common Stock Ordinary Shares underlying the Warrants (collectivelyWarrants(collectively, the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a portion of such holder’s 's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.45.2.1.
Appears in 1 contract
Sources: Purchase Option Agreement (Asia Special Situation Acquisition Corp)