Incidental Registration. If Holdco at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdco. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco in writing within 10 Business Days after the date of receipt of such offer from Holdco, setting forth the amount of such Registrable Securities for which registration is requested. Holdco shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed underwritten public offering shall advise Holdco in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco or such demanding security holder would adversely affect the distribution of such securities by Holdco or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdco.
Appears in 3 contracts
Sources: Registration Rights Agreement (Unitrin Inc), Registration Rights Agreement (Unitrin Inc), Registration Rights Agreement (Northrop Grumman Corp)
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities (a "Registration Statement"), it will give written notice to all Holders at least 15 twenty (20) Business Days before prior to the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 ten (10) Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration, but not the Company) shall reduce the amount of securities each intended to distribute be distributed through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect(which reduced amount may be zero). Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 3 contracts
Sources: Registration Rights Agreement (Level 8 Systems Inc), Registration Rights Agreement (Level 8 Systems Inc), Purchase Agreement (Level 8 Systems Inc)
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders ("the "demanding security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any similar or successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any other registration statement relating to an exchange offer or offering of its subsidiaries pursuant securities solely to any employee benefit plan, respectively) for the general registration of securitiesCompany's existing security holders or employees), it will give written notice to all Holders of Warrants or Warrant Stock at least 15 Business Days twenty (20) days before the anticipated date of initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the Company's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Securities, as such Holders may request. Nothing in this Section 9.4 shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 9.4 at any time prior to the effective date of the registration relating thereto. Each Holder desiring to have Registrable Securities registered under this Section 3 9.4 shall advise Holdco the Company in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationsecurities. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such any demanding security holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holderholders, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdcobasis.
Appears in 2 contracts
Sources: Warrant Agreement (Deeptech International Inc), Warrant Agreement (Deeptech International Inc)
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 2 contracts
Sources: Registration Rights Agreement (Leucadia National Corp), Registration Rights Agreement (Finova Group Inc)
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") ), a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice thereof to all Holders Holders, at least 15 Business Days 30 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 3 4 shall advise Holdco the Company in writing within 10 Business Days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registrationholder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 57 hereof, all expenses of such registration shall be borne by Holdcothe Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.
Appears in 2 contracts
Sources: Registration Rights Agreement (Electronic Retailing Systems International Inc), Stock and Convertible Note Purchase Agreement (Electronic Retailing Systems International Inc)
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "“demanding security holders"”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 20 days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 ten (10) Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine reasonable best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro pro-rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 2 contracts
Sources: Registration Rights Agreement (Westmoreland Coal Co), Standby Purchase Agreement (Westmoreland Coal Co)
Incidental Registration. (a) If Holdco Company at any time proposes to file on its behalf and/or or on behalf of any of its security holders (the "demanding security holders"“Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days thirty (30) days before the initial filing with the Commission SEC of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 fifteen (15) Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to Section 3(b), and shall use its best efforts to effect registration under the next sentenceSecurities Act of such shares. The rights of Holders under this Section 3 shall not become effective until the date that is six (6) months after the Initial Public Offering Date.
(b) The Holders of Registrable Securities shall not have the right to include any Registrable Securities in such filing unless (i) such Registrable Securities are of the same class as the securities included in such registration and (ii) if any of the securities covered by such registration are sold in an underwritten offering, provided that Holdco may the Holders of Registrable Securities agree in its sole discretion determine writing to abandon any such registrationsell their Registrable Securities on the same terms and conditions as apply to the securities being sold by Company and the Demanding Security Holders. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution inclusion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder the Demanding Security Holders would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holderthe Demanding Security Holders, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through be included in the registration shall be reduced to the maximum amount which can be marketed without materially and adversely affecting the distribution of the securities to be included by Company or the Demanding Security Holders in such offering registration and Company shall register (A) first, such securities, if any, which Company proposes to sell in such registration and (B) second, Registrable Securities which are sought to be included in such registration by the Holders and such other securities which are sought to be included by the Demanding Security Holders allocated, if necessary, on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 2 contracts
Sources: Investor Rights Agreement (Mri Interventions, Inc.), Investor Rights Agreement (Surgivision Inc)
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersTHE DEMANDING SECURITY HOLDERS") a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give written notice to all Holders holders of Registrable Securities at least 15 Business Days 60 days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders holders may request. Each Holder holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 3 SECTION 12 (each a "REGISTERING HOLDER") shall advise Holdco the Company in writing within 10 Business Days thirty (30) days after the date of receipt of such offer notice from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holder, then all selling security holders (including the Company and the demanding security holder who initially requested such registrationholders and the registering holders (collectively, "SELLING SECURITY HOLDERS") shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdcobasis.
Appears in 2 contracts
Sources: Common Stock Warrant (DVL Inc /De/), Common Stock Warrant (DVL Inc /De/)
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders other than Holders (the "demanding security holdersDemanding Security Holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days thirty (30) days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days twenty (20) days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder Demanding Security Holders would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holderDemanding Security Holders, then all selling security holders (including the demanding security holder who initially requested such registrationDemanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Homefed Corp), Registration Rights Agreement (Homefed Corp)
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "“demanding security holders"”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 20 days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine reasonable best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro pro-rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 2 contracts
Sources: Registration Rights Agreement (Exide Technologies), Standby Purchase Agreement (Exide Technologies)
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders holders, including without limitation, the Series 1 Holders, (collectively, the "demanding security holdersDemanding Security Holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of Shares or other equity securities of Company, or securities convertible into or exchangeable or exercisable for Shares or such other equity securities, it will give written notice of such proposed filing to all Holders (other than those Holders, if any, who are Demanding Security Holders) at least 15 Business Days thirty (30) days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the number and type of securities proposed to be offered and a description of the intended method of disposition of the securities proposed to be registered by Holdcosuch securities. The notice shall offer to include in such filing the aggregate such number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 ten (10) Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationRegistrable Securities. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holderDemanding Security Holder, then all selling security holders (including the demanding security holder who initially requested each Holder participating in such registration) registration shall reduce the amount of securities each it intended to distribute through such offering on a offering, pro rata on the basis of the number of shares of Registrable Securities to be offered for the extent required, in the opinion account of such managing underwriter, to eliminate such adverse effectHolder. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 2 contracts
Sources: Registration Rights Agreement (Barneys New York Inc), Registration Rights Agreement (Bay Harbour Management Lc)
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "“demanding security holders"”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 20 days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 ten (10) Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine reasonable best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then (i) the Company may sell the securities it proposes to sell, and (ii) to the extent additional securities may be sold by selling stockholders, all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro - rata basis based on the amount each requested to the extent required, have included in the opinion of such managing underwriter, to eliminate such adverse effectregistration statement. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 2 contracts
Sources: Registration Rights Agreement (Resource Capital Fund v L.P.), Registration Rights Agreement (Uranium Resources Inc /De/)
Incidental Registration. If Holdco Company at any time proposes to file ----------------------- on its behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 30 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. .Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company, the other security holders of the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by Holdco Company, the other security holders of the Company or such demanding security holderDemanding Security Holder, then all selling security holders (including the demanding security holder Holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (College Television Network Inc)
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders") a registration statement equity securities under the Securities Act on any form for its own account (other than pursuant to a registration statement on Form S-4 or S-8 or any successor form for securities form) it shall give written notice thereof to each Stockholder. If within 10 days after the receipt of any such notice, any Stockholder requests that the Company include all or any portion of the Registrable Securities owned by such Stockholder in such registration, then, subject to subsection (a) below, the Company will give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 10 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be offered in a transaction disposed of by such holder and the type referred intended method or methods of disposition thereof), the Company will use its best efforts to in Rule 145 effect the registration under the Securities Act or to employees of Holdco or any of its subsidiaries pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days before the initial filing with the Commission of such registration statementRegistrable Securities, which notice shall set forth the intended method of disposition of the together with any other securities proposed to be registered by Holdco. The notice other holders of the Company's securities exercising incidental registration rights with respect thereto, on a pro rata basis (based on the number of Registrable Securities proposed to be registered by each such requesting holder and the number of other registrable securities proposed to be registered by each such other holder) in accordance with such intended method or methods of disposition, provided that:
(a) the Company shall offer to not include any Registrable Securities of holders of Registrable Securities in such proposed registration if it believes in good faith that inclusion of such securities would not be in the best interests of the Company, provided that the Company will include in such filing the aggregate registration that number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco in writing within 10 Business Days after of the date of receipt of such offer from Holdco, setting forth the amount of such Registrable Securities for which registration is requested. Holdco shall thereupon include in such filing the number of shares holders of Registrable Securities for which registration is so requested, subject that such managing underwriter and the Company determine would not be adverse to the next sentence, best interests of the Company and provided further that Holdco may in its sole discretion determine to abandon the Company shall give the holders of Registrable Securities prompt notice after any such determination has been made (in lieu of the notice otherwise required under the second sentence of this Section 1.1);
(b) if, at any time after giving written notice pursuant to this Section 1.1 of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration. If , the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith); and
(c) if, in connection with a registration pursuant to this Section 1.1, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a proposed underwritten public offering nationally recognized investment banking firm) shall advise Holdco the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that, in its opinion, the distribution number of the Registrable Securities securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price or the market price of the Common Stock or would otherwise jeopardize the offering, then in the case of any registration concurrently pursuant to this Section 1.1, the Company will include in such registration, the number of securities which the Company is so advised can be sold in such offering without such material adverse effect, in the following order of priority: first, if such registration is initiated by the Company pursuant to Section 1.1 of either of the Prior Registration Rights Agreements, the "Registrable Securities of all Stockholders (including the Requesting Party)" (with the preceding phrase having the same meaning as used in Section 1.4 of the Prior Registration Rights Agreements) together with the Registrable Securities of the Stockholders, if any, exercising incidental registration rights with respect thereto, on a pro rata basis (based on the number of shares of "Registrable Securities" owned by each such "Stockholder", as such terms are defined in the Prior Registration Rights Agreements, as applicable); second, the securities (if any) being registered sold by Holdco or the Company; and third, the Registrable Securities of the Stockholders, if any, exercising incidental registration rights with respect thereto, together with securities, if any, of any other holder of securities of the Company exercising incidental registration rights with respect thereto, on a pro rata basis (based on the number of shares of registrable securities owned by each such demanding security holder), subject to the limitations of Section 4. Notwithstanding the foregoing, the holders of Registrable Securities will not be entitled to participate in any registration pursuant to this Section 1.1 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities) that the participation of any such holder would adversely affect the distribution marketability or offering price of such the securities being sold by Holdco the Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested any Stockholder in such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis . The parties acknowledge that nothing herein grants demand registration rights to the extent required, in the opinion holders of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdco.Registrable Securities
Appears in 1 contract
Sources: Registration Rights Agreement (MCM Capital Group Inc)
Incidental Registration. (a) If Holdco Company at any time after its Initial Public Offering proposes to file on its behalf and/or or on behalf of any of its security holders (the "demanding security holders"“Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days days before the initial filing with the Commission SEC of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdco. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may requestCompany. Each Holder desiring to have Registrable Securities registered under this Section 3 2 shall advise Holdco Company in writing within 10 Business Days days after the date of receipt of such offer notice from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to Section 2(b), and shall use its best efforts to effect registration under the next sentenceSecurities Act of such shares.
(b) The Holders of Registrable Securities shall not have the right to include any Registrable Securities in such filing unless (i) such Registrable Securities are of the same class as the securities included in such registration and (ii) if any of the securities covered by such registration are sold in an underwritten offering, provided that Holdco may the Holders of Registrable Securities agree in its sole discretion determine writing to abandon any such registrationsell their Registrable Securities on the same terms and conditions as apply to the securities being sold by Company and the Demanding Security Holders. If the managing underwriter of a proposed any underwritten public offering shall advise Holdco in writing Company that, in its opinion, the distribution inclusion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder the Demanding Security Holders would adversely affect the distribution of such securities by Holdco Company or such demanding security holderthe Demanding Security Holders, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis be included in the registration shall be reduced to the extent requiredmaximum amount which can be marketed without adversely affecting the distribution of the securities to be included by Company or the Demanding Security Holders in such registration. If the registration is initiated by Company for the registration of securities to be sold for its own account, the priority of securities to be included in the registration shall be (A) first, all securities Company proposes to sell for its own account (the “Company Securities”), and (B) second, up to the full number of other securities requested to be included in the offering by holders of incidental registration rights (including Registrable Securities requested to be sold by the Holders) (collectively, the “Other Securities”) in excess of the Company Securities, which, in the good faith opinion of such managing underwriter, can be sold without adversely affecting the offering. Other Securities shall be allocated for inclusion in the offering among the holders of such securities pro-rata in proportion to eliminate the number of shares that such adverse effectholders have requested be included in the offering. Except as otherwise provided in Section 5If the registration is initiated by Demanding Security Holders, Company shall register (X) first, all expenses securities requested by such Demanding Security Holders for inclusion in the offering, (Y) second, up to the full number of Other Securities requested to be included in the offering which, in the good faith opinion of such registration shall managing underwriter, can be borne by Holdcosold without adversely affecting the offering (with inclusion of shares being allocated among the holders as noted in the preceding sentence) and (Z) third, up to the full number of Company Securities in excess of the Demand Securities and Other Securities which, in the good faith opinion of such managing underwriter, can be sold without adversely affecting the offering.
Appears in 1 contract
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or or on behalf of any of its security holders (the "demanding security holders") a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries pursuant to any employee benefit plan, respectivelyform) for any class that is the general registration of securitiessame or similar to Registrable Securities, it will give written notice to all Holders holders of Registrable Securities at least 15 Business Days thirty (30) days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdco. The notice shall and offer to include in such filing the aggregate number of shares of such Registrable Securities as such Holders may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 3 shall 6.02 will advise Holdco the Company in writing within 10 Business Days thirty (30) days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco shall The Company will thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject and will use its best efforts to effect registration under the Securities Act of such Registrable underwriter or underwriters, if any, of such offering deliver a written opinion to the next sentence, provided Holders of such Registrable Securities that Holdco may in its sole discretion determine to abandon any such registration. If the managing underwriter success of a proposed underwritten public the offering shall advise Holdco in writing that, in its opinion, the distribution would be materially and adversely affected by inclusion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco or such demanding security holder would adversely affect the distribution of such securities by Holdco or such demanding security holderincluded, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a be offered for the accounts of Holders will be reduced pro rata basis (according to the Registrable Securities proposed for registration) to the extent required, necessary to reduce the total amount of securities to be included in such offering to the opinion of amount recommended by such managing underwriterunderwriter or underwriters; provided, to eliminate such adverse effect. Except that if securities are being offered for the account of other Persons as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdco.well as the Company,
Appears in 1 contract
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders ("the "demanding security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any similar or successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any other registration statement relating to an exchange offer or offering of its subsidiaries pursuant securities solely to any employee benefit plan, respectively) for the general registration of securitiesCompany's existing security holders or employees), it will give written notice to all Holders of Warrants or Warrant Stock at least 15 Business Days twenty (20) days before the anticipated date of initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the Company's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Securities, as such Holders may request. Nothing in this Section 9.4 shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 9.4 at any time prior to the effective date of the registration relating thereto. Each Holder desiring to have Registrable Securities registered under this Section 3 9.4 shall advise Holdco the Company in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationsecurities. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such any demanding security holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holderholders, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdco.27 24
Appears in 1 contract
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders") a registration statement equity securities under the Securities Act on any form for its own account (other than pursuant to a registration statement on Form S-4 or S-8 or any successor form for securities form) it shall give written notice thereof to each Stockholder. If within 10 days after the receipt of any such notice, any Stockholder requests that the Company include all or any portion of the Registrable Securities owned by such Stockholder or issuable upon exercise of Warrants owned by such Stockholders in such registration, then, subject to subsection (a) below, the Company will give prompt written notice to all holders of Warrants and Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 10 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be offered in a transaction disposed of by such holder and the type referred intended method or methods of disposition thereof), the Company will use its best efforts to in Rule 145 effect the registration under the Securities Act or to employees of Holdco or any of its subsidiaries pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days before the initial filing with the Commission of such registration statementRegistrable Securities, which notice shall set forth the intended method of disposition of the together with any other securities proposed to be registered by Holdco. The notice other holders of the Company’s securities exercising incidental registration rights with respect thereto, on a pro rata basis (based on the number of Registrable Securities proposed to be registered by each such requesting holder and the number of other registrable securities proposed to be registered by each such other holder) in accordance with such intended method or methods of disposition, provided that:
(a) the Company shall offer to not include any Registrable Securities of holders of Registrable Securities in such proposed registration if it believes in good faith that inclusion of such securities would not be in the best interests of the Company, provided that the Company will include in such filing the aggregate registration that number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco in writing within 10 Business Days after and/or Warrants of the date of receipt of such offer from Holdco, setting forth the amount of such Registrable Securities for which registration is requested. Holdco shall thereupon include in such filing the number of shares holders of Registrable Securities for which registration is so requested, subject and/or Warrants that such managing underwriter and the Company determine would not be adverse to the next sentence, best interests of the Company and provided further that Holdco may in its sole discretion determine the Company [***] Omitted pursuant to abandon a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. shall give the holders of Registrable Securities prompt notice after any such determination has been made (in lieu of the notice otherwise required under the second sentence of this Section 1.1);
(b) if, at any time after giving written notice pursuant to this Section 1.1 of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration. If , the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and/or Warrants and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith); and
(c) if, in connection with a registration pursuant to this Section 1.1, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a proposed underwritten public offering nationally recognized investment banking firm) shall advise Holdco the Company in writing (with a copy to each holder of Registrable Securities and/or Warrants requesting registration thereof) that, in its opinion, the distribution number of the Registrable Securities securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price or the market price of the Common Stock or would otherwise jeopardize the offering, then in the case of any registration concurrently pursuant to this Section 1.1, the Company will include in such registration, the number of securities which the Company is so advised can be sold in such offering without such material adverse effect, in the following order of priority: first, if such registration is initiated by the Company pursuant to Section 1.1 of either of the Prior Registration Rights Agreements, the “Registrable Securities of all Stockholders (including the Requesting Party)” (with the preceding phrase having the same meaning as used in Section 1.4 of the Prior Registration Rights Agreements) together with the Registrable Securities of the Stockholders, if any, exercising incidental registration rights with respect to the Prior Registration Rights Agreements, on a pro rata basis (based on the number of shares of “Registrable Securities” owned by each such “Stockholder”, as such terms are defined in the Prior Registration Rights Agreements, as applicable); second, the securities (if any) being registered sold by Holdco or the Company; and third, the Registrable Securities of the Stockholders, if any, exercising incidental registration rights with respect thereto, together with securities, if any, of any other holder of securities of the Company exercising incidental registration rights with respect thereto, on a pro rata basis (based on the number of shares of registrable securities owned by each such demanding security holder), subject to the limitations of Section 4. Notwithstanding the foregoing, the holders of Registrable Securities will not be entitled to participate in any registration pursuant to this Section 1.1 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities) that the participation of any such holder would adversely affect the distribution marketability or offering price of such the securities being sold by Holdco the Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested any Stockholder in such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis . The parties acknowledge that nothing herein grants demand registration rights to the extent required, in the opinion holders of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdco.Registrable Securities
Appears in 1 contract
Sources: Registration Rights Agreement (Encore Capital Group Inc)
Incidental Registration. If Holdco DeepTech at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any similar or successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any other registration statement relating to an offering of securities solely to DeepTech's existing security holders or employees) to register the offer and sale of its subsidiaries pursuant to any employee benefit plan, respectively) Common Stock for the general registration of securitiescash, it will give written notice to all Warrant Holders of Warrants or Warrant Stock at least 15 Business Days twenty (20) days before the anticipated date of initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth DeepTech's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by HoldcoDeepTech. The notice shall offer to include in such filing all of the aggregate number of shares of Warrant Holder's Registrable Securities as such Holders may requestSecurities. Each Warrant Holder desiring to have Registrable Securities registered under this Section 3 9.4 shall advise Holdco DeepTech in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from HoldcoDeepTech, setting forth the amount of such Registrable Securities for which registration is requested. Holdco DeepTech shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationsecurities. If the managing underwriter of a proposed underwritten public offering shall advise Holdco DeepTech in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco DeepTech or such demanding security holder any Demanding Security Holder would materially and adversely affect the distribution of such securities by Holdco DeepTech or such demanding security holderDemanding Security Holders, then all selling security holders holders, (including the demanding security holder who initially requested such registrationbut not DeepTech) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdco.each
Appears in 1 contract
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement (i) filed pursuant to demand under the Company's Registration Rights Agreement with Joint Energy Development Investments II Limited Partnership, a Delaware limited partnership, and Enron Capital & Trade Resources Corp., a Delaware corporation, dated August 20, 1998, as amended, or (ii) on Form S-4 or S-8 or any similar or successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any other registration statement relating to an offering of securities solely to the Company's existing security holders or employees) to register the offer and sale of its subsidiaries pursuant to any employee benefit plan, respectively) common stock for the general registration of securitiescash, it will give written notice to all Holders Buyers at least 15 Business Days five (5) days before the anticipated date of initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the Company's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by Holdcothe Issuer. The notice shall offer to include in such filing the aggregate number all of shares of each Buyer's Registrable Securities as such Holders may requestSecurities. Each Holder Buyer desiring to have Registrable Securities registered under this Section 3 9.3 shall advise Holdco the Company in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationsecurities. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such demanding security holder the Demanding Security Holder, as the case may be, would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holderDemanding Security Holders, as the case may be, then all selling security holders (including but not the demanding security holder who initially requested Company or such registrationDemanding Security Holders, as the case may be) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent requiredgreatest aggregate amount which, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses would not materially and adversely affect the distribution of such securities. Nothing in this Section 9.3 shall preclude the Company from discontinuing the registration shall be borne by Holdcoof its securities being effected on its behalf under this Section 9.3 at any time prior to the effective date of the registration relating thereto. Notwithstanding any provision herein, the rights of the Buyers under this Section 9.3 are subject to the express limitations contained in registration rights agreements (and registration rights provisions in agreements) in effect on the date hereof between the Company and other parties.
Appears in 1 contract
Sources: Securities Purchase and Registration Rights Agreement (General Atlantic Partners Iii Lp)
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "“demanding security holders"”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 20 days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine reasonable best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro pro-rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany. 4.
Appears in 1 contract
Sources: Standby Purchase Agreement
Incidental Registration. If Holdco (i) If, from and after the date that is one hundred and eighty (180) days following the Effective Date of Merger, the Buyer at any time proposes to file on its behalf and/or on behalf of any of its security holders other than any Registrable Securities Holder (the "demanding security holders") a registration statement under the Securities Act on any form (other than a registration statement on Form F-4, S-4 or S-8 or any successor form for securities to be offered in a transaction i▇ ▇ ▇▇▇▇saction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Buyer pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all the Registrable Securities Holders at least 15 Business Days thirty (30) days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Buyer or the demanding security holders. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders the Seller may request. Each Holder desiring The Seller shall be entitled to have Registrable Securities registered under this Section 3 withdraw its request at any time before the time that the Registration Statement is declared effective and the offering has commenced.
(ii) The Seller shall advise Holdco Buyer in writing within 10 Business Days ten (10) business days after the date of receipt of such offer from HoldcoBuyer, setting forth the amount of such Registrable Securities for which registration is requestedrequested and the holders thereof. Holdco The Buyer shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine commercially reasonable efforts to abandon any effect registration under the Securities Act of such registrationshares. If a proposed public offering pursuant to this Section 5(c) is an underwritten offering, and if the managing underwriter of a proposed underwritten public offering thereof shall advise Holdco the Buyer in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Buyer or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco the Buyer or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis basis, it being understood that the number of securities offered by the Buyer shall not be subject to the extent required, in the opinion of any such managing underwriter, to eliminate such adverse effectpro rata reduction. Except as otherwise provided in Section 55(e), all expenses of such registration shall be borne by Holdcothe Buyer.
Appears in 1 contract
Incidental Registration. (a) If Holdco the Company at any time proposes to file on its behalf and/or or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders") a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 30 days before the initial filing with the Commission SEC of such registration statement, which . The notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdco. The notice the Company and shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 2.02 shall advise Holdco the Company in writing within 10 Business Days 20 days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to Section 2.02(b), and shall use its best efforts to effect registration under the next sentenceSecurities Act of such shares.
(b) The Holders of Registrable Securities shall not have the right to include any Registrable Securities in such filing unless (i) such Registrable Securities are of the same class as the securities included in such registration and (ii) if any of the securities covered by such registration are sold in an underwritten offering, provided that Holdco may the Holders of Registrable Securities agree in its sole discretion determine writing to abandon any such registrationsell their Registrable Securities on the same terms and conditions as apply to the securities being sold by the Company and the Demanding Security Holders. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution inclusion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such demanding security holder the Demanding Security Holders would materially and adversely affect the distribution of such securities by Holdco the Company or the Demanding Security Holders, the number of securities to be included in the registration shall be reduced to the maximum number that could be marketed without materially and adversely affecting the distribution of the securities to be included by the Company or the Demanding Security Holders in such demanding security holderregistration and the Company shall register (A) first, then all selling security holders (including such securities, if any, which the demanding security holder who initially requested Company proposes to sell in such registration, (B) shall reduce second, such securities which are sought to be included by the amount Demanding Security Holders in such registration pursuant to contractual registration rights in existence on the date of securities each intended to distribute through such offering this Agreement (allocated, if necessary, on a pro rata basis basis), and (C) third, Registrable Securities which are sought to be included in such registration by the extent requiredHolders (allocated, in the opinion of such managing underwriternecessary, to eliminate such adverse effecton a pro rata basis). Except as otherwise provided in Section 53.02, all expenses of such registration shall be borne by Holdco.the Company. ARTICLE THREE
Appears in 1 contract
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders holders, including without limitation, the Holders (collectively, the "demanding security holdersDemanding Security Holders") ), a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of Shares or other equity securities of Company, or securities convertible into or exchangeable or exercisable for Shares or such other equity securities, it will give written notice of such proposed filing to all Holders (other than those Holders, if any, who are Demanding Security Holders) at least 15 Business Days thirty (30) days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the number and type of securities proposed to be offered and a description of the intended method of disposition of the securities proposed to be registered by Holdcosuch securities. The notice shall offer to include in such filing the aggregate such number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 ten (10) Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationRegistrable Securities. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holderDemanding Security Holder, then all selling security holders (including the demanding security holder who initially requested each Holder participating in such registration) registration shall reduce the amount of securities each it intended to distribute through such offering on a offering, pro rata on the basis of the number of shares of Registrable Securities to be offered for the extent required, in the opinion account of such managing underwriter, to eliminate such adverse effectHolder. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany. Notwithstanding anything to the contrary in this Section 3, (a) the Company shall have the right to include all or any part of the Registrable Securities in any Registration Statement filed by the Company, (b) while Holders of Registrable Securities may have their Registrable Securities to be included in the Registration Statement reduced pro rata, the Company shall not be limited as to the number of shares of Common Stock it intends to distribute through the offering, and (c) the Company shall have the right to offer Holders of in excess of five percent (5%) of the Common Stock who are not parties to this Agreement the opportunity to have their Common Stock included in any Registration Statement filed by the Company pursuant to this Section 3 subject to pro rata reduction as set forth in this Section 3.
Appears in 1 contract
Incidental Registration. If Holdco Company at any time proposes to file on ----------------------- its behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction trans action of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 30 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. .Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company, the other security holders of the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by Holdco Company, the other security holders of the Company or such demanding security holderDemanding Security Holder, then all selling security holders (including the demanding security holder Holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 1 contract
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding registering security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security of the Company, it will give written notice to all Holders the Purchaser at least 15 Business Days 45 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such the Holders owning 50% or more of the Registrable Securities of each class may request. Each Holder desiring to have The Holders owning 50% or more of the Registrable Securities registered under this Section 3 shall of each class may advise Holdco the Company in writing within 10 Business Days 20 days after the date of such receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is so requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine reasonable best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such demanding registering security holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding registering security holder, then all selling security holders (including other than the demanding security holder who initially requested such registrationCompany) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis basis. Notwithstanding any provision of this Agreement to the extent requiredcontrary, in the opinion of such managing underwriterHolders and the Purchaser, to eliminate such adverse effect. Except as otherwise provided in Section 5collectively, all expenses of such registration shall be borne by Holdcoentitled to include shares of Registrable Securities in any registration of Stock pursuant to this Section 2(b) on a maximum of three occasions. Notwithstanding any provision of this Agreement to the contrary, however, the rights granted to the Purchaser and the Holders pursuant to this Agreement including, without limitation, this Section 2(b), shall be irrevocably terminated upon the occurrence of a Purchaser Breach.
Appears in 1 contract
Sources: Registration Rights Agreement (Crown Northcorp Inc)
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "“demanding security holders"”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or in connection with an exchange offer, or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 30 days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine commercially reasonable efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro pro-rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Integrated Electrical Services Inc)
Incidental Registration. If Holdco (a) Whenever the Company proposes to file a Registration Statement at any time proposes and from time to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries pursuant to any employee benefit plan, respectively) for the general registration of securitiestime, it will will, prior to such filing, give written notice to all Holders at least 15 Business Days before Stockholders and all Management Stockholders of its intention to do so and, upon the initial filing with written request of a Stockholder or Stockholders, and/or a Management Stockholder or Management Stockholders, given within 30 days after the Commission of Company provides such registration statement, notice (which notice request shall set forth state the intended method of disposition of such Registrable Shares), the securities proposed Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders, or Management Stockholder or Management Stockholders, to register to be registered by Holdco. The notice under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders, or Management Stockholder or Management Stockholders; provided, however, that the Company shall offer have the right to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring postpone or withdraw any registration effected pursuant to have Registrable Securities registered this Section 2 without obligation to any Stockholder or Management Stockholder.
(b) In connection with any registration under this Section 3 2 involving an underwriting, the Company shall advise Holdco in writing within 10 Business Days after the date of receipt of such offer from Holdco, setting forth the amount of such not be required to include any Registrable Securities for which registration is requested. Holdco shall thereupon include Shares in such filing registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If in the opinion of the managing underwriter it is desirable because of marketing factors to limit the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed underwritten public offering shall advise Holdco in writing that, in its opinion, the distribution of the Registrable Securities requested Shares to be included in the registration concurrently with the securities being registered by Holdco or such demanding security holder would adversely affect the distribution of such securities by Holdco or such demanding security holderoffering, then all selling security holders (including the demanding security holder who initially requested such registration) Company shall reduce the amount of securities each intended be required to distribute through such offering on a pro rata basis to the extent required, include in the opinion registration only that number of such managing underwriterRegistrable Shares, to eliminate such adverse effect. Except as otherwise provided in Section 5if any, all expenses of such registration shall be borne by HoldcoTHIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT SILVERSTREAM SOFTWARE, INC.
Appears in 1 contract
Sources: Investor Rights Agreement (Silverstream Software Inc)
Incidental Registration. If Holdco the Company at any time proposes to file on its own behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders") a registration statement Registration Statement under the Securities Act on any form (other than as a demand registration under Section 2, a registration statement of securities in connection with a merger, an acquisition, an exchange offer or other business combination or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 30 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 ("Demanding Security Holder"), shall advise Holdco the Company in writing within 10 Business Days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holderDemanding Security Holder, then all selling security holders the Company shall give priority for inclusion in such registration (including the demanding security holder who initially requested such registrationa) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis first, to the extent requiredRegistrable Securities requested to be included in such registration (or to such lesser number of Registrable Securities that is equal to the number that, in the opinion of such the managing underwriterunderwriters, can be sold, pro rata, among the holders thereof based on the number of Registrable Securities owned), (b) second, to eliminate the securities, if any, requested to be included in such adverse effectregistration pursuant to warrants or options issued to the representatives of the underwriters with respect thereto, (c) third, to the securities the Company proposes to include in such registration, (d) fourth, to the securities that the Company is otherwise obligated to include in such registration, and (e) fifth, to other securities that the Company may desire to include in such registration. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdcothe Company. Notwithstanding anything to the contrary in this Section 3, if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with such registration, the Company for any reason decides not to register securities of the Company, the Company will give written notice of its decision to the holders of Registrable Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration and (b) if the Company determines for any reason to delay such registration, the Company may do so by giving written notice of its decision to the holders of Registrable Securities.
Appears in 1 contract
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding registering security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any related small business form or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security of the Company, it will give written notice to all Holders holders of Registrable Securities at least 15 Business Days 45 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders holder may request. Each Holder holder of any Registrable Securities desiring to have Registrable Securities registered under this Section 3 2(a) shall advise Holdco the Company in writing within 10 Business Days days after the date of such receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine reasonable commercial efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such demanding registering security holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding registering security holder, then all selling security holders (including other than the demanding security holder who initially requested such registrationCompany) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis (such event is hereinafter referred to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdcoa "Reduction Event").
Appears in 1 contract
Sources: Registration Rights Agreement (Crown Northcorp Inc)
Incidental Registration. If Holdco Company at any time proposes to file on ----------------------- its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities (an "Incidental Registration Statement"), it will give written notice to all Holders at least 15 Business Days days before the initial filing with the Commission SEC of such registration statementIncidental Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in its sole discretion determine a firm commitment underwriting, Company will not be required to abandon any include Registrable Securities in such registrationunderwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco or such demanding security holder Company would materially and adversely affect the distribution of such securities by Holdco or such demanding security holderCompany, then all selling security holders (including the demanding security holder who initially requested such registration) with incidental registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany. The Company shall have the right to terminate or withdraw any Registration Statement initiated under this Section 3 prior to the effectiveness of such Registration Statement whether or not the Holders have elected to include Registrable Securities in such Registration Statement.
Appears in 1 contract
Incidental Registration. If Holdco at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "“demanding security holders"”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdco. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco in writing within 10 Business Days after the date of receipt of such offer from Holdco, setting forth the amount of such Registrable Securities for which registration is requested. Holdco shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed underwritten public offering shall advise Holdco in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco or such demanding security holder would adversely affect the distribution of such securities by Holdco or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdco.
Appears in 1 contract
Incidental Registration. If Holdco Company at any time proposes to ----------------------- file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities (a "Secondary Offering"), it will give written notice to all Holders at least 15 Business Days 30 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registrationholder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (General Electric Capital Corp)
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders ("the "demanding security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any similar or successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any other registration statement relating to an exchange offer or offering of its subsidiaries pursuant securities solely to any employee benefit plan, respectively) for the general registration of securitiesCompany's existing security holders or employees), it will give written notice to all Holders of Warrants or Warrant Stock at least 15 Business Days twenty (20) days before the anticipated date of initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the Company's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be 19 18 registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Securities, as such Holders may request. Nothing in this Section 9.4 shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 9.4 at any time prior to the effective date of the registration relating thereto. Each Holder desiring to have Registrable Securities registered under this Section 3 9.4 shall advise Holdco the Company in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationsecurities. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such any demanding security holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holderholders, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdcobasis.
Appears in 1 contract
Incidental Registration. If Holdco the Issuer at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersDEMANDING SECURITY HOLDERS") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement (i) filed pursuant to demand under the Company's Registration Rights Agreement with Joint Energy Development Investments II Limited Partnership, a Delaware limited partnership, and Enron Capital & Trade Resources Corp., a Delaware corporation, dated August 20, 1998, as amended, or (ii) on Form S-4 or S-8 or any similar or successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any other registration statement relating to an offering of securities solely to the Issuer's existing security holders or employees) to register the offer and sale of its subsidiaries pursuant to any employee benefit plan, respectively) Common Stock for the general registration of securitiescash, it will give written notice to all Warrant Holders of Warrants or Warrant Stock at least 15 Business Days twenty (20) days before the anticipated date of initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the Issuer's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by Holdcothe Issuer. The notice shall offer to include in such filing all of the aggregate number of shares of Warrant Holder's Registrable Securities as such Holders may requestSecurities. Each Warrant Holder desiring to have Registrable Securities registered under this Section 3 9.3 shall advise Holdco the Issuer in writing within 10 Business Days fifteen (15) days after the date of receipt of such offer from Holdcothe Issuer, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Issuer shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationsecurities. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Issuer in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Issuer or such demanding security holder any Demanding Security Holder would materially and adversely affect the distribution of such securities by Holdco the Issuer or such demanding security holderDemanding Security Holders, then all selling security holders (including but not the demanding security holder who initially requested such registrationIssuer or the Demanding Security Holders) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent requiredgreatest aggregate amount which, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses would not materially and adversely affect the distribution of such securities. Nothing in this Section 9.3 shall preclude the Issuer from discontinuing the registration of its securities being effected on its behalf under this Section 9.3 at any time prior to the effective date of the registration relating thereto. Notwithstanding any provision herein, the rights of the Warrant Holder under this Section 9.3 are subject to the express limitations contained in registration rights agreements in effect on the date hereof between the Issuer and other parties; provided, however, that the Issuer shall be borne by Holdconot on or after the date of this Agreement enter into any registration rights agreement with respect to its securities that conflict with the registration rights granted to the Warrant Holder herein.
Appears in 1 contract
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of Company, it will give written notice to all Holders holders of Warrants or Warrant Stock at least 15 Business Days 60 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such Holders holders may request. Each Holder holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrant Stock registered under this Section 3 9.4 shall advise Holdco Company in writing within 10 Business Days 30 days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities Warrant Stock for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Stock for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities Warrant Stock requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then all selling security holders (including the other than any demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdcobasis.
Appears in 1 contract
Incidental Registration. If Holdco the Company at any time during the Exercise Term and for a period of eighteen months thereafter proposes to file on its behalf and/or on behalf of register any of its security holders (the "demanding security holders") a registration statement Common Stock, or securities convertible into Common Stock, under the Securities Act for sale to the public, whether for its own account or for the account of other securityholders or both (except with respect to registration statements on any form (other than a registration statement on Form S-4 or Forms S-4, S-8 or any successor form such other for securities which is not available for registering ▇▇▇▇▇▇ ▇tock for sale to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries pursuant to any employee benefit planpublic), respectively) for the general registration of securities, each such time it will give written notice to all Holders at least 15 Business Days before the initial filing with Holder of Registrable Securities of its intention so to do. Upon the Commission written request of the Holder of Registrable Securities, received by the Company within 30 days after the giving of any such registration statementnotice by the Company, to register any of its Registrable Securities (which notice request shall set forth state the intended method of disposition of thereof), the securities proposed Company will use its best efforts to be registered by Holdco. The notice shall offer to include in such filing cause the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco in writing within 10 Business Days after the date of receipt of such offer from Holdco, setting forth the amount of such Registrable Securities for which registration is requested. Holdco shall thereupon include in such filing the number of shares of Registrable Securities for which registration is have been so requested, subject to the next sentence, provided that Holdco may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed underwritten public offering shall advise Holdco in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with its written request) of such Registrable Securities so registered. Alternatively, the Company may include such Registrable Securities in a separate registration statement to be filed concurrently with the registration statement for the securities being registered to be filed by Holdco the Company. In the event that any registration pursuant to this Section 5.1 shall be, in whole or in part, an underwritten public offering of Registrable Securities, the number of Registrable Securities to be included in such demanding security holder an underwriting may be reduced (pro rata among the requesting Holders, and any other persons who may have incidental registration rights, based upon the number of securities owned by such Holders which have incidental registration rights) if and to the extent that the managing underwriter advises the Company in writing that in its opinion such inclusion would materially adversely affect the distribution marketing of such the securities to be sold by Holdco or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCorporation therein.
Appears in 1 contract
Incidental Registration. If Holdco (i) If, from and after the date that is one hundred and eighty (180) days following the Effective Date of Merger, the Buyer at any time proposes to file on its behalf and/or on behalf of any of its security holders other than any Registrable Securities Holder (the "“demanding security holders"”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 F-▇, ▇-▇ or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Buyer pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all the Registrable Securities Holders at least 15 Business Days thirty (30) days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Buyer or the demanding security holders. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders the Seller may request. Each Holder desiring The Seller shall be entitled to have Registrable Securities registered under this Section 3 withdraw its request at any time before the time that the Registration Statement is declared effective and the offering has commenced.
(ii) The Seller shall advise Holdco Buyer in writing within 10 Business Days ten (10) business days after the date of receipt of such offer from HoldcoBuyer, setting forth the amount of such Registrable Securities for which registration is requestedrequested and the holders thereof. Holdco The Buyer shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine commercially reasonable efforts to abandon any effect registration under the Securities Act of such registrationshares. If a proposed public offering pursuant to this Section 5(c) is an underwritten offering, and if the managing underwriter of a proposed underwritten public offering thereof shall advise Holdco the Buyer in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Buyer or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco the Buyer or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis basis, it being understood that the number of securities offered by the Buyer shall not be subject to the extent required, in the opinion of any such managing underwriter, to eliminate such adverse effectpro rata reduction. Except as otherwise provided in Section 55(e), all expenses of such registration shall be borne by Holdcothe Buyer.
Appears in 1 contract
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders"“Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to the Company's employees of Holdco or any of its subsidiaries pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to the Common Stock, it will give written notice to all Holders the Registered Holder at least 15 Business Days 30 days before the initial filing with the Commission of such the registration statement, which notice shall set forth the intended method of disposition of the securities proposed that the Company proposes to be registered by Holdcoregister. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders the Registered Holder may request. Nothing in this Section 5B shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 5B at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall notify the Registered Holder of such discontinuation of the registration. Each Registered Holder desiring to have Registrable Securities registered under this Section 3 5B shall advise Holdco the Company in writing within 10 Business Days 20 days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requestedasked. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requestedasked, subject to the next sentence, provided that Holdco may in its sole discretion determine to abandon any such registration. If the managing underwriter or underwriters of a the proposed underwritten public offering shall advise Holdco the Company in writing that, in its their good faith opinion, the distribution number of securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration (3) first, the securities to be included in such registration by the holder or holders initiating the registration and (4) the Registrable Securities requested to be included in such registration by the Registered Holder and securities proposed to be sold by the Company for its own account or requested to be included in such registration concurrently with the securities being registered by Holdco or such demanding security holder would adversely affect the distribution of such securities by Holdco or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a other than the Registered Holder (pro rata basis based on the number of securities proposed to be sold by all holders and the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectCompany). Except as otherwise provided in Section 55D, the Company shall bear all expenses of such registration. If any registration pursuant to this Section 5B is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. The Company has not entered into, and on or after the date of this Warrant, will not enter into, any agreement that is inconsistent with the rights granted to the Registered Holder in this Warrant or that otherwise conflicts with its provisions. The rights granted to the Registered Holder under this Warrant do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements. Without limiting the generality of the foregoing, the Company shall not grant to any Person the right to request it to register any of its securities under the Securities Act unless the rights so granted are not in conflict with or inconsistent with the provisions of this Warrant. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the 10 day period before, and during the 60 day period beginning on, the closing date of each underwritten offering by the Company made pursuant to a registration statement filed pursuant to this Section 5B or Section 5A (except as part of such underwritten registration) whether or not the holder participates in such registration; and, except as may be borne required under agreements that the Company enters into before the date hereof, the Company shall cause each holder of its privately placed Common Stock or Convertible Securities issued by Holdcoit at any time on or after the date of this Warrant to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act.
Appears in 1 contract
Incidental Registration. If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities (the "Registration Statement"), it will give written notice to all Holders the Holder at least 15 Business Days 30 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders the Holder may request. Each Should the Holder desiring desire to have Registrable Securities registered under this Section 3 2, the Holder shall advise Holdco the Company in writing within 10 Business Days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in its sole discretion determine and shall use commercially reasonable efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such by any demanding security holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) Holder shall reduce the amount of securities each it intended to distribute through such offering on a pro rata basis with other holders of Common Stock seeking to the extent required, have their shares of Common Stock included in the opinion of such managing underwriter, to eliminate such adverse effectregistration. Except as otherwise provided in Section 54, all expenses of such registration shall be borne by Holdcothe Company.
Appears in 1 contract
Sources: Registration Rights Agreement (Access Integrated Technologies Inc)
Incidental Registration. If Holdco the Company at any time proposes to ----------------------- file on its own behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders") a registration statement Registration Statement under the Securities Act on any form (other than as a demand registration under Section 2, a registration statement of securities in connection with a merger, an acquisition, an exchange offer or other business combination or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 30 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 ("Demanding Security Holder"), shall advise Holdco the Company in writing within 10 Business Days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holderDemanding Security Holder, then all selling security holders the Company shall give priority for inclusion in such registration (including the demanding security holder who initially requested such registrationa) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis first to the extent requiredRegistrable Securities requested to be included in such registration (or to such lesser number of Registrable Securities that is equal to the number that, in the opinion of such the managing underwriterunderwriters, can be sold, pro rata, among the holders thereof based on the number of Registrable Securities owned), (b) second, to eliminate the securities, if any, requested to be included in such adverse effectregistration pursuant to warrants or options issued to the representatives of the underwriters with respect thereto, (c) third, to the securities the Company proposes to include in such registration, (d) fourth, to the securities that the Company is otherwise obligated to include in such registration, and (e) fifth, to other securities that the Company may desire to include in such registration. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdcothe Company. Notwithstanding anything to the contrary in this Section 3(a) if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with such registration, Company for any reason decides not to register securities of Company, Company will give written notice of its decision to the holders of Registrable Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration and (b) if Company determines for any reason to delay such registration, Company may do so by giving written notice of its decision to the holders of Registrable Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Thayer Blum Funding LLC)
Incidental Registration. If Holdco Company at any time proposes to file on ---------- ------------ its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities (an "Incidental Registration Statement", and together with the Shelf Registration Statement, a "Registration Statement"), it will give written notice to all Holders at least 15 Business Days 30 days before the initial filing with the Commission SEC of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in its sole discretion determine a firm commitment underwriting, Company will not be required to abandon any include Registrable Securities in such registrationunderwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco or such demanding security holder Company would materially and adversely affect the distribution of such securities by Holdco or such demanding security holderCompany, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 1 contract
Incidental Registration. If Holdco the Company at any time proposes to file ----------------------- on its own behalf and/or on behalf of any of its security holders (the "demanding security holdersDemanding Security Holders") a registration statement Registration Statement under the Securities Act on any form (other than as a demand registration under Section 2, a registration statement of securities in connection with a merger, an acquisition, an exchange offer or other business combination or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 30 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 ("Demanding Security Holder"), shall advise Holdco the Company in writing within 10 Business Days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such demanding security holder Demanding Security Holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holderDemanding Security Holder, then all selling security holders the Company shall give priority for inclusion in such registration (including the demanding security holder who initially requested such registrationa) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis first to the extent requiredRegistrable Securities requested to be included in such registration (or to such lesser number of Registrable Securities that is equal to the number that, in the opinion of such the managing underwriterunderwriters, can be sold, pro rata, among the holders thereof based on the number of Registrable Securities owned), (b) second, to eliminate the securities, if any, requested to be included in such adverse effectregistration pursuant to warrants or options issued to the representatives of the underwriters with respect thereto, (c) third, to the securities the Company proposes to include in such registration, (d) fourth, to the securities that the Company is otherwise obligated to include in such registration, and (e) fifth, to other securities that the Company may desire to include in such registration. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdcothe Company. Notwithstanding anything to the contrary in this Section 3(a) if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with such registration, Company for any reason decides not to register securities of Company, Company will give written notice of its decision to the holders of Registrable Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration and (b) if Company determines for any reason to delay such registration, Company may do so by giving written notice of its decision to the holders of Registrable Securities.
Appears in 1 contract
Incidental Registration. If Holdco Company at any time commencing one year after the Closing Date proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock (as defined in Section 3(a)(11) of the Exchange Act) of Company, it will give written notice to all Holders of Warrants or Holders of Warrant Stock at least 15 Business Days days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such Holders holders may request. Each Holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrant Stock registered under this Section 3 9.4 shall advise Holdco Company in writing within 10 Business Days days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities Warrant Stock for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Stock for which registration is so requested, subject to the next sentence, provided that Holdco may Company may, in its sole discretion discretion, determine to abandon any such registration. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities Warrant Stock requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) Holders of Warrant Stock shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 59.6, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 1 contract
Sources: Warrant Agreement (Finova Group Inc)
Incidental Registration. If Holdco Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries Company pursuant to any employee benefit plan, respectively, or to register debt securities) for the general registration of securities, it will give written notice to all Holders at least 15 Business Days 30 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by HoldcoCompany. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Holdco Company in writing within 10 Business Days after the date of receipt of such offer from HoldcoCompany, setting forth the amount of such Registrable Securities for which registration is requested. Holdco Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Holdco Company or such demanding security holder would materially and adversely affect the distribution of such securities by Holdco Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration, but excluding Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effectbasis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by HoldcoCompany.
Appears in 1 contract
Incidental Registration. (a) If Holdco at any time following the consummation of the Initial Public Equity Offering, the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holdersREGISTERING SECURITY HOLDERS") ), a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to any class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give written notice to all Holders holders of Registrable Securities at least 15 Business Days 30 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders holders may request. .
(b) Each Holder holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section SECTION 3 shall advise Holdco the Company in writing within 10 Business Days days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration under this SECTION 3 concurrently with the securities being registered by Holdco on behalf of the Company or such demanding security holder Registering Security Holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding security holderRegistering Security Holder, then all selling security holders (including that have requested that their Registrable Securities be included in the demanding security holder who initially requested such registration) registration under this SECTION 3 shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Holdcobasis.
Appears in 1 contract
Incidental Registration. (i) If Holdco the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding registering security holders") a registration statement Registration Statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any related small business form or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Holdco or any of its subsidiaries the Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security of the Company, it will give written notice to all Holders at least 15 Business Days 45 days before the initial filing with the Commission of such registration statementRegistration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Holdcothe Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders Holder may request. .
(ii) Each Holder desiring to have Registrable Securities registered under this Section 3 shall 2(b) must advise Holdco the Company in writing within 10 Business Days days after the date of receipt of such offer from Holdcothe Company, setting forth the amount of such Registrable Securities for which registration is requested. Holdco The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in its sole discretion determine and shall use commercially reasonable efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed underwritten public offering shall advise Holdco the Company in writing that, in its opinion, the distribution of the Registrable Securities so requested to be included in the registration concurrently with the securities being registered by Holdco the Company or such demanding registering security holder would materially and adversely affect the distribution of such securities by Holdco the Company or such demanding registering security holder, then all selling security holders (including other than the demanding security holder who initially requested such registrationCompany) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis (such event is hereinafter referred to as a "Reduction Event").
(iii) Notwithstanding any provision of this Agreement to the extent requiredcontrary, each Holder may include shares of Registrable Securities in the opinion any registration of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses stock under this Agreement on a maximum of such registration shall be borne by Holdcotwo occasions.
Appears in 1 contract
Sources: Registration Rights Agreement (Crown Northcorp Inc)