Common use of Mandatory Exchange Registration Clause in Contracts

Mandatory Exchange Registration. At such time as the Company first becomes eligible to file a Registration Statement on Form S-3, the Company shall as promptly as reasonably practicable file with the SEC and use commercially reasonable efforts to cause to be declared effective under the Securities Act a Registration Statement (“Exchange Registration Statement”) for all shares of Class A Common Stock issuable upon the Exchange of all of the shares of Class B Common Stock and the Holdings Units held by the Continuing LLC Owners. Such Registration pursuant to this Section 3.1, including as amended, renewed or replaced as provided herein, shall hereinafter be referred to as an “Exchange Registration.” If for any reason such Exchange Registration is prohibited under applicable law, as determined by the Company in its discretion, the Company shall instead file and use commercially reasonable efforts to cause to be promptly declared effective under the Securities Act a Registration Statement for the resale of the shares of Class A Common Stock issuable upon Exchange of all of the shares of Class B Common Stock together with all of the Holdings Units held by the Continuing LLC Owners.

Appears in 2 contracts

Sources: Registration Rights Agreement (PetIQ, Inc.), Registration Rights Agreement (PetIQ, Inc.)

Mandatory Exchange Registration. At such time as the Company first becomes eligible to file a Registration Statement on Form S-3, the Company shall as promptly as reasonably practicable file with the SEC and use commercially reasonable efforts to cause to be declared effective under the Securities Act a Registration Statement (“Exchange Registration Statement”) for all shares of Class A Common Stock issuable upon the Exchange of all of the shares of Class B Common Stock and together with all of the Holdings Units held by the Continuing LLC OwnersManagers for shares of Class A Common Stock. Such Registration pursuant to this Section 3.1, including as amended, renewed or replaced as provided herein, shall hereinafter be referred to as an “Exchange Registration.” If for any reason such Exchange Registration is prohibited under applicable law, as determined by the Company in its discretion, the Company shall instead file and use commercially reasonable efforts to cause to be promptly declared effective under the Securities Act a Registration Statement for the resale of the shares of Class A Common Stock issuable upon Exchange of all of the shares of Class B Common Stock together with all of the Holdings Units held by the Continuing LLC OwnersManagers.

Appears in 1 contract

Sources: Registration Rights Agreement (Planet Fitness, Inc.)