Piggyback Registration Rights Sample Clauses
The Piggyback Registration Rights clause grants certain shareholders the right to include their shares in a company's public offering whenever the company itself registers shares for sale. In practice, this means that if the company files for a public offering or another registration of its securities, eligible shareholders can request that their shares be registered and sold alongside the company's shares, subject to any limitations or cutbacks imposed by underwriters. This clause ensures that shareholders have an opportunity to sell their shares in a liquid market, addressing the problem of limited exit opportunities for investors in private companies.
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Piggyback Registration Rights. Subject to the last sentence of this Section 4.2, at any time after a Business Combination, if the Company shall determine to proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form ▇-▇, ▇-▇ or other limited purpose form), the Company will give written notice of its determination to the Investor or its nominee. Upon the written request from a majority-in-interest of the Registrable Securities, within 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Registrable Securities covered by such request (the “Requested Stock”) held by the Investors making such request (the “Requesting Holders”) to be included in such registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the ...
Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.
Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows:
(a) Subject to Paragraph 3(b), the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company.
(b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by wr...
Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI shall cause to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is r...
Piggyback Registration Rights. If at any time the Company shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Sha...
Piggyback Registration Rights. (a) Except with respect to a registration under Article I, if at any time the Company proposes to file a Registration Statement, or conduct the offer and sale of securities registered on a shelf Registration Statement (a “Company Take-Down”), in each case in connection with an underwritten public offering of shares of Common Stock (a “Piggyback Offering”), whether on its own behalf or on behalf of any other person (other than the Holders), the Company shall give prompt written notice (the “Piggyback Notice”) to all Holders of the Company’s intention to conduct such underwritten Piggyback Offering; provided, however, that the foregoing notice requirement shall not apply to registrations on Form S-8 or Form S-4 or any successor forms thereto or filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan.
(b) The Piggyback Notice shall be given, (i) in the case of a Piggyback Offering that is a Company Take-Down in the form of a “bought deal,” not less than two (2) business days, in each case under this clause (i), prior to the expected date of commencement of marketing efforts for such Company Take-Down; (ii) in the case of a Piggyback Offering that is a Company Take-Down other than a “bought deal,” not less than five (5) business days, in each case under this clause (ii), prior to the expected date of commencement of marketing efforts for such Company Take-Down; or (iii) in the case of any other Piggyback Offering, not less than five (5) business days prior to the public filing of the Registration Statement for such Piggyback Offering. The Piggyback Notice shall offer the Holders the opportunity to include in such Piggyback Offering the number of Registrable Securities of the same class and series as those proposed to be registered as they may request, subject to Section 2.6(d).
(c) Subject to Section 2.6(d), the Company shall include in each such Piggyback Offering such Registrable Securities for which the Company has received written requests (each, a “Piggyback Request”) for inclusion therein from participating Holders within (x) in the case of Company Take-Down in the form of a “bought deal,” one (1) business day; (y) in the case any other Company Take-Down, three (3) business days; or (z) otherwise, three (3) business days, in each case after the date of the Company’s Piggyback Notice. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Offering beyond the earlier...
Piggyback Registration Rights. The Company hereby grants to the Buyer the registration rights set forth on Exhibit B hereto.
Piggyback Registration Rights. (a) If the Company proposes to register shares of Company Common Stock under the Securities Act for a sale that will occur following the expiration of the Lock-Up Termination Date (other than pursuant to a registration on Form S-4 or S-8 promulgated by the SEC or any successor or similar forms), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to Investor, which notice shall include the anticipated filing date of the registration statement or prospectus supplement, as applicable, and, if known, the number of shares of Company Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 5.03. Such notice shall be given promptly (and in any event at least four (4) Business Days before the filing of the registration statement or prospectus supplement, as applicable,). If such notice is delivered pursuant to this Section 5.03, each Holder shall then have three (3) Business Days after the date on which such Holder received notice pursuant to this Section 5.03 to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by Investor and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no request for inclusion from Investor is received within such period, Investor shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 5.03(b), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by Investor; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 5.03(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to Investor and (A) in the case of a determinatio...
Piggyback Registration Rights. (a) If at any time or times ▇▇▇▇▇▇ ▇▇▇▇▇▇ proposes to make a registered public offering of any of its securities (whether for its own account or for the account of others) under the Securities Act, ▇▇▇▇▇▇ BAILLY shall (i) promptly give written notice of the proposed registration to each of the FIELDSTON Stockholders (such notice to include the number of shares ▇▇▇▇▇▇ ▇▇▇▇▇▇ or other security holders propose to register and, if known, the name of the proposed underwriter) and (ii) use its best efforts to include in such registration (and any related qualification under Blue Sky laws and/or other compliance) all the Registerable Securities specified in a written request or requests made by any FIELDSTON Stockholder within 30 days after the receipt of such notice from ▇▇▇▇▇▇ BAILLY (a "Piggyback Registration"). Such written request may specify all or a part of a holder's Registerable Securities, provided, however, that (x) ▇▇▇▇▇▇ ▇▇▇▇▇▇ will not be required to effect a Piggyback Registration if it is registering securities on Forms S-8 or S-4 (or any successor forms) or another SEC registration form not suitable for inclusion of shares of selling stockholders for offer to the public, and (y) ▇▇▇▇▇▇ BAILLY may withdraw any proposed registration statement or offering of securities under this Section 2 at any time without liability to any FIELDSTON Stockholder, in which case ▇▇▇▇▇▇ ▇▇▇▇▇▇ will not be required to effect a registration.
(b) If a Piggyback Registration is an underwritten primary registration on behalf of ▇▇▇▇▇▇ BAILLY, and the managing underwriter advises ▇▇▇▇▇▇ ▇▇▇▇▇▇ in writing that in the managing underwriter's opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without adversely affecting the marketability of the offering, ▇▇▇▇▇▇ BAILLY shall include in such offering first, the securities of ▇▇▇▇▇▇ ▇▇▇▇▇▇ proposed to be sold by ▇▇▇▇▇▇ BAILLY and second, all other securities held by security holders, including the Registerable Securities, requested to be included in such registration by an other security holders (including the FIELDSTON Stockholders), pro rata among such security holders, based upon the number of shares requested by each to be included in such registration. If a Piggyback Registration is an underwritten primary registration on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇, the selling FIELDSTON Stockholders agree to sell their ▇▇▇▇▇▇ BAILLY Common Stock, if ▇▇▇▇▇▇ ▇▇▇▇▇▇ ...
Piggyback Registration Rights. (a) If at any time the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person.
(b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Company Common Stock or other securities other than the Holders (or, for the avoidance of doubt, their assignees) pursuant to a written agreement en...