Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 3 contracts
Sources: Registration Rights Agreement (210 Capital, LLC), Restructuring Support Agreement (Crossroads Systems Inc), Registration Rights Agreement (210/P10 Acquisition Partners, LLC)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 10 days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) 30 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) 50% of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown S▇▇▇▇ ▇▇▇▇▇▇▇▇ is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 3 contracts
Sources: Registration Rights Agreement (Neuraxis, INC), Registration Rights Agreement (Neuraxis, INC), Registration Rights Agreement (Neuraxis, INC)
Piggyback Registration. (a) Whenever Except with respect to a Demand Registration (as defined below), the procedures for which are addressed in Article II, if the Company proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (▇-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering any successor forms thereto or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), in a Registration Statement on Form S-4 (or similar form manner that relates would permit registration of the Registrable Securities for sale for cash to a transaction subject to Rule 145 the public under the Securities Act or any successor rule thereto)Act, or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), then the Company shall give prompt written notice (in any event of such filing, which notice shall be given, no later than fifteen ten (1510) days Business Days prior to the filing of such Registration Statementdate (the “Piggyback Notice”) to the holders Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be included) in such registration statement the number of shares of Registrable Securities of its intention to effect as each such Holder may request (each, a registration and, subject “Piggyback Registration Statement”). Subject to Section 3(b) and Section 3(c1.7(b), the Company shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein (each, a “Piggyback Request”) within five (5) Business Days after the date of the Piggyback Notice. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 120 days after the Company’s notice has been given to each effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such holderregistration statement. A Piggyback Registration shall not be considered The Company may withdraw a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement at any time prior to any sales being made pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Piggyback Registration Statement on Form S-3 or without incurring any liability to the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Holders.
(b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.7 are to be sold in an Underwritten Offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Registration or Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Shelf Takedown is initiated Request on the same terms and subject to the same conditions as a primary underwritten offering on behalf any other shares of capital stock, if any, of the Company and included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter advises or underwriters of such offering advise the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and or their good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, securities exceeds the number of shares of Common Stock securities which can be sold in such offering and/or that the number in light of shares of Common Stock proposed market conditions or is such so as to be included in any such registration or takedown would adversely affect the price per share success of the Common Stock to be sold in such offering, the Company shall will include in such registration or takedown Underwritten Offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, by the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; for its own account and (ii) second, the shares Registrable Securities of Common Stock the Holders and any other persons with piggyback registration rights who have the right to participate and that have requested to participate in such offering, allocated pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with than the Company) enter into an underwriting agreement or in customary form with the underwriter or underwriters selected for such underwritingother proportions as shall mutually be agreed to by such selling shareholders.
Appears in 3 contracts
Sources: Registration Rights Agreement (Expedia Group, Inc.), Investment Agreement (Expedia Group, Inc.), Investment Agreement (Expedia Group, Inc.)
Piggyback Registration. (aIf at any time after the Shelf Registration Expiration Date and while any Registrable Shares or Acquired Units are outstanding and a Registration Statement applicable to Holders under Sections 3(a) Whenever or 3(b) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating any successor form to an offering such Form or sale to employees or directors of the Company pursuant to in connection with any employee stock plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)form to such Form or in connection with an exchange offer, or (iii) in connection with any dividend a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or distribution reinvestment its subsidiaries, or similar plan(v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)account, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement) Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the holders provisions of Registrable Securities of its intention to effect such a registration andSection 4 below, subject to Section 3(b) and Section 3(c), the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Securities with respect to Shares for which the Company has received written requests for inclusion from the holders of Registrable Securities therein within five fifteen (515) calendar days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders. A Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time prior to the effective date of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) Registration. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriter advises the Company and that the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the total number of shares of Common Stock proposed Shares requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which Shares that can be sold in such offering and/or that without impairing the number pricing or other commercial practicality of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall will include in such registration or takedown in the following priority: (i) first, the shares of all Common Stock that Shares the Company proposes to sell; , (ii) second, up to the shares full number of applicable Common Stock Shares requested to be included therein in such registration by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder Common Shares with prior or in such manner as they may otherwise agree; superior piggyback registration rights and (iii) third, up to the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the full number of shares of applicable Registrable Shares and Common Stock proposed Shares requested to be included in such registration or takedown, including all Registrable Securities by any Holders and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common StockShares with piggyback registration rights of similar priority which, allocated among in the opinion of such holders in such manner as they may agree.
(d) If any Piggyback Registration managing underwriter, can be sold without adversely affecting the price range or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.probability of
Appears in 2 contracts
Sources: Registration Rights and Lock Up Agreement (Gables Residential Trust), Registration Rights and Lock Up Agreement (Gables Residential Trust)
Piggyback Registration. (a) Whenever If the Company proposes to register the offer and sale of any shares of its Common Stock securities under the Securities Act (by registration on any forms other than Form S-4 or S-8 (or any successor or similar form(s)), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it shall give prompt written notice to all of the Shareholders of its intention to do so and of such Shareholders’ rights (if any) under this Section 2.2, which notice, in any event, shall be given at least 30 days prior to such proposed registration. Upon the written request of any Shareholder receiving notice of such proposed registration that is a registration holder of Registrable Common Stock (a “Piggyback Requesting Shareholder”) made within 20 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic notice to the relevant securityholders, with written confirmation to follow promptly thereafter, stating that (i) pursuant to a Registration Statement such registration will be on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), S-3 and (ii) pursuant such shorter period of time is required because of a planned filing date), which request shall specify the Registrable Common Stock intended to a Registration Statement on Form S-4 (or similar form that relates to a transaction be disposed of by such Piggyback Requesting Shareholder, the Company shall, subject to Rule 145 Section 2.5(b) hereof, effect the registration under the Securities Act or any successor rule thereto), or of all Registrable Common Stock which the Company has been so requested to register by the Piggyback Requesting Shareholders thereof; provided that,
(iiia) prior to the effective date of the registration statement filed in connection with such registration, promptly following receipt of notification by the Company from the managing underwriter (if an underwritten Public Offering) of the price at which such securities are to be sold, the Company shall so advise each Piggyback Requesting Shareholder of such price, and such Piggyback Requesting Shareholder shall then have the right, exercisable in its sole discretion, irrevocably to withdraw its request to have its Registrable Common Stock included in such registration statement, by delivery of written notice of such withdrawal to the Company within five Business Days of its being advised of such price, without prejudice to the rights of any dividend holder or distribution reinvestment holders of Registrable Common Stock to include Registrable Common Stock in any future registration (or similar planregistrations) pursuant to this Section 2.2 or to cause such registration to be effected as a registration under Section 2.1(a) or Section 2.1(g) hereof, as the case may be;
(b) 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 each Piggyback Requesting Shareholder and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Common Stock in connection with such registration (but not from any obligation of the Company to pay the Expenses in connection therewith), whether without prejudice, however, to the rights of any Shareholder to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 2.2 or to cause such registration to be effected as a registration under Section 2.1(a) or Section 2.1(g) hereof, as the case may be, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Common Stock, for the same period as the delay in registering such other securities; and
(c) if such registration was initiated by the Company for its own account or for and involves an underwritten Public Offering, each Piggyback Requesting Shareholder shall sell its Registrable Common Stock on the account of one or more stockholders of same terms and conditions as those that apply to the Company, and the form underwriters of Registration Statement each such underwritten Public Offering shall be a nationally recognized underwriter (a “Piggyback Registration Statement”or underwriters) selected by the Company. No registration effected under this Section 2.2 shall relieve the Company of its obligation to be used may be used for effect any registration of Registrable Securities (a “Piggyback Registration”), the Company upon request under Section 2.1(a) or Section 2.1(g) hereof and no registration effected pursuant to this Section 2.2 shall give prompt written notice (in any event no later than fifteen (15) days prior be deemed to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject have been effected pursuant to Section 3(b2.1(a) and or Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (52.1(g) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)hereof.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Registration Rights Agreement (Net 1 Ueps Technologies Inc), Registration Rights Agreement (General Atlantic LLC)
Piggyback Registration. (ai) Whenever If on or prior to December 31, 2010, the Company at any time proposes to register the offer and sale of any shares of its Common Stock equity securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or for sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan)public, whether for its own account or for the account of one other security holders or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for both on any registration form (other than Forms ▇-▇, ▇-▇ or another form not available for registering the Purchased Shares for sale to the public) which permits the inclusion of Registrable Securities Purchased Shares held by the Investor (a “Piggyback Registration”), then each such time the Company shall will give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities Investor of its intention so to effect such a registration anddo. Upon the written request of the Investor, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which received by the Company has received written requests for inclusion from the holders of Registrable Securities within five twenty (520) days after the giving of any such notice by the Company, to register any of the Investor’s notice has been given Purchased Shares, the Company will use its reasonable best efforts to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant cause the Purchased Shares as to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) registration shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed been so requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any 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 Investor of such registration or takedownPurchased Shares so registered.
(cii) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and The Company shall have the right to select the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwriter(s) for any underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offeringRegistration. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering The Investor shall (together with the Company) enter into an underwriting agreement in customary form in connection with the registration of Purchased Shares in any such underwritten Piggyback Registration. If such proposed Piggyback Registration is an underwritten offering and the managing underwriter or underwriters selected for such underwritingoffering advises the Company in writing that in its good faith opinion the amount of securities requested to be included therein exceeds the amount of securities that can be sold in such offering such that the inclusion of such Purchased Shares would adversely affect marketing of the securities to be sold by the Company, any securities to be sold by the Company shall have priority over any Purchased Shares held by the Investor, and the number of shares to be included by the Investor and other holders of the Company’s securities exercising similar piggyback registration rights shall be reduced pro rata on the basis of the percentage of the then outstanding Purchased Shares held by the Investor and all such other holders exercising similar piggyback registration rights. Notwithstanding the provisions of this Section 3.2(b), the Company shall have the right at any time after it shall have given written notice to the Investor pursuant to Section 3.2(b)(i) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after filing, but prior to effectiveness.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement (Genzyme Corp), Common Stock Subscription Agreement (Exact Sciences Corp)
Piggyback Registration. (a) a. Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 15 days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c4(b), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after Securities. The Company may postpone or withdraw the Company’s notice has been given to each such holder. A filing or the effectiveness of a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If at any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate time in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)its sole discretion.
(b) b. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary an underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownoffering, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown offering would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; , (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they the Required Holders may otherwise agree; , and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Registration Rights Agreement (Xspand Products Lab, Inc.), Registration Rights Agreement (Xspand Products Lab, Inc.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration Registration (i) pursuant to a Registration Statement on Form S-8 (or other registration Registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), ) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration Registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration Registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) 20 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration Registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration Registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration Registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration Registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration Registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration Registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration Registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each .
(e) Any holder of Registrable Securities proposing shall have the right to distribute their Registrable Securities through such underwritten offering shall (together with withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company) enter into an underwriting agreement in customary form with Company and the underwriter or underwriters selected for (if any) of his, her or its intention to withdraw from such underwritingPiggyback Registration prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Piggyback Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Female Health Co), Merger Agreement (Female Health Co)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or (ii) a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)▇-▇, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act ▇-▇ or any successor rule thereto), form thereto or (iii) in connection with any dividend or distribution reinvestment or similar plananother form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen thirty (1530) days prior to the filing of such Registration Statement) to the holders of Registrable Securities Investor of its intention to effect such a registration and, subject to Section 3(b4(b) and Section 3(c4(c), shall include in such registration all Registrable Securities with respect requested to which be included by the Company has received written requests for inclusion from the holders of Registrable Securities Investor within five fifteen (515) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration StatementRegistration”). The Investor may withdraw all or any part of its Registrable Securities from a Piggyback Registration at any time. For the avoidance of doubt, no registration of Registrable Securities effected pursuant to a request under this Section 4 shall be deemed to have been effected pursuant to Section 3 of this Agreement or shall relieve the Company of its obligations under Section 3. The Company may postpone for up to one-hundred twenty (120) days the filing or effectiveness of a Piggyback Registration if the Company in good faith determines that such holder(s) shall Piggyback Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the right, but not the obligation, Company or any of its Subsidiaries to be notified of and to participate engage in any offering under such Piggyback Shelf Registration Statement acquisition of assets (a “Piggyback Shelf Takedown”)other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities Investor (if any holders of Registrable Securities have the Investor has elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share marketability of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included by any stockholder having registration rights with priority over the registration rights of the Investor; (iii) third, the number of shares of Common Stock requested to be included therein by holders of Registrable Securitiesthe Investor; and (iv) fourth, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securitiesthe Investors and the Jefferies Investors and the Management Investors), allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.
(d) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securitiesthe Investor, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share marketability of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the number of shares of Common Stock requested to be included by any stockholder having registration rights with priority over the registration rights of the Investor; (ii) second, the number of shares of Common Stock requested to be included therein by the holder(sInvestor; and (iii) requesting such registration or takedown and by the holders of Registrable Securitiesthird, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common StockStock (other than the Investors and the Jefferies Investors and the Management Investors (as defined in Section 13 of the Agreement)), allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Carrols Restaurant Group, Inc.)
Piggyback Registration. (a) Whenever For purposes of this Section 7, and without implication that the contrary would otherwise be true, the term "Company" shall include any successor to the Company, the term "Shares" shall include any securities of any such successor and the term "Executive Shares" shall include securities of any such successor issued in respect of Executive Shares. If, at any time or times, the Company proposes determines to register file with the offer SEC a registration statement covering any Shares to be issued or sold by the Company or CHS, other than Shares or other securities of the Company which are issuable in an offering (i) to directors and sale employees of the Company or its Subsidiaries pursuant to an employee stock option, bonus or other employee benefit plan, (ii) in connection with the acquisition of another company's business by the Company or any shares of its Common Stock under Subsidiaries (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction) or the Securities Act formation of a joint venture, (other than a registration (iiii) pursuant to a Registration Statement registration statement on Form S-8 (any form which limits the amount of securities which may be registered by the issuer and/or selling security holders or other registration solely relating to an offering or is not available for registering the Shares held by the Holders for sale to employees the public if and to the extent that such inclusion would make use of such form unavailable, or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (iiiv) pursuant to a Registration Statement on Form S-4 (which any Person selling such Shares or similar form that relates other securities has the contractual right to a transaction subject exclude "piggyback" registrations as to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account all holders of one or more stockholders of the Company, and the form of Registration Statement Shares (a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”Event"), the Company shall give prompt written notice (in any event no later than at least fifteen (15) days prior to the filing of such Registration Statementproposed registration statement) notify each Holder of Executive Shares in writing of the proposed registration statement, such notification to describe in detail the holders proposed registration (including those jurisdictions where registration is required under federal and/or state securities laws). If one or more of Registrable Securities such Holders requests the Company in writing, within ten (10) days of its intention the receipt of such notification from the Company, to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect statement any of such Holder's Executive Shares, then, subject to which the remaining provisions hereof, the Company has received written requests for inclusion from will use reasonable efforts to include those Executive Shares in the holders registration statement and to have the registration statement declared effective. If CHS's Shares are included in such registration statement, each Holder of Registrable Securities within five Executive Shares shall be entitled to include in such registration statement a whole number of Executive Shares up to the product of (5i) days after the Company’s notice has been given number of Executive Shares then owned by such Holder and (ii) a fraction, the numerator of which is the number of Shares held by CHS which are included in the contemplated registration, and the denominator of which is the number of Shares then owned by CHS. Each such request by a Holder of Executive Shares shall specify the number of Shares intended to be offered and sold by each such holder. A Piggyback Registration Holder, shall not be considered a Demand Registration express each such Holder's present intent to offer such Shares for purposes distribution, shall (subject to the provisions of Section 2. If any Piggyback Registration Statement pursuant to which holders 7(c)), if the Company or CHS has not arranged for a plan of Registrable Securities have registered distribution or other marketing arrangements for such distribution, describe the nature or method of the proposed offer and sale thereof and shall contain the undertaking of Registrable each such Holder to provide all such information and materials and take all such action as may be requested in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement. The Company, at its sole option, may elect not to proceed with the registration statement which is the subject of such notice. The obligations of the Company under this Section 7(a) are subject to the limitations, conditions and qualifications set forth in Section 7(b). If a Holder of Executive Securities decides not to include or is a Registration Statement on Form S-3 or precluded from including) all of his Executive Shares in any registration statement thereafter filed by the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”)Company, such holder(s) shall Holder will nevertheless continue to have the right, but not the obligationpursuant to this Section 7, to be notified of include Executive Shares in future Piggyback Events, all upon the terms and subject to participate the conditions as set forth in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)this Agreement.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf The obligation of the Company to use its reasonable efforts to cause Executive Shares to be registered under the 1933 Act pursuant to Section 7(a) above are subject to each of the following limitations, conditions and the managing underwriter advises qualifications:
(i) the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected shall be entitled to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion reduce the number of shares Executive Shares of Common Stock proposed any such Holder to be included in such registration or takedownif the managing underwriter(s) of a proposed public offering of the Company's securities advises the Company that, including in its opinion, (or, if the offering is not underwritten, upon the Company's reasonable determination that) inclusion of all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown Holder's requested Shares would adversely affect the price per share public offering of securities being sold by the Company.
(ii) the Company shall use reasonable efforts to cause the registration statement to remain current (including the filing of necessary supplements or post-effective amendments) during the period commencing on the initial effective date of such registration statement and ending on the date on which such registration statement shall have remained effective for ninety (90) days;
(iii) provided that the Company or CHS has not arranged for a plan of distribution and other marketing arrangements for such registration, it shall be a condition of the Common Stock right of a Holder to participate that it shall have arranged for a plan of distribution of its Shares which are to be registered and trade all pertinent marketing arrangements for such Shares. Any such plan and arrangements shall contemplate (i) a firm underwriting commitment, (ii) sales through a single broker-dealer (named in the registration statement as agent for such Holder pursuant to an agreement containing, without limitation, the agreement of such Holder not to offer or sell its Shares otherwise than through such broker-dealer unless and until such broker-dealer's authorization to sell the Shares has been terminated), or (iii) such other plan and arrangements as shall be approved by the Company. Notwithstanding the preceding sentence, if any securities to be sold in such offering, by the Company shall include in or CHS pursuant to such registration statement are to be sold on a firm commitment basis through underwriters, those Holders desiring to sell their Shares in the offering shall, at the request of the Company or takedown CHS, (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all sell their Shares on such holders on the basis of the number of Registrable Securities owned by each through such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; underwriters and (ii) secondcomplete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents consistent with the terms of this Agreement and reasonably required under the terms of such underwriting arrangements;
(iv) whenever the Company is required by the provisions of this Agreement to use its reasonable efforts to register Executive Shares under the Act, the shares Company will furnish to each participating Holder such number of Common Stock requested copies of any prospectus (including any preliminary or summary prospectus) as such Holder may reasonably request in order to effect the offering and sale of the Executive Shares to be included therein offered and sold by such Holder, but only while the Company is required under the provisions hereof to cause the registration statement to remain current;
(v) the Company's obligations to use its reasonable efforts to effect registration of Executive Shares for Holders shall include such qualification under applicable state securities laws as may be necessary to enable the Holders on whose behalf such registration is to be effected to offer and sell the Executive Shares which are the subject matter of their requests; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process;
(vi) all expenses incurred in connection with any registration or qualification pursuant to Section 7(a) above, including, without limitation, all SEC registration fees, state securities filing fees, printing expenses (excluding the printing of any agreements, memoranda or other documents pertaining solely to the sale of Executive Shares by Holders) and fees and disbursements of experts used by the Company in connection with such registration, shall, subject to requirements of any applicable regulatory agency, be borne by the Company. Each participating Holder (including CHS) shall bear the fees and disbursements of its own legal counsel, underwriting or brokerage discounts and commissions, and transfer taxes, on the sale of its Shares;
(vii) the Company may require, as a condition to fulfilling its obligations under the registration provisions of Section 7(a) of this Agreement, receipt of executed customary indemnification agreements in form reasonably satisfactory to the Company from the Holders whose Shares are to be registered, and the Holders may require, as a condition to fulfilling their obligations under the registration provisions of Section 7(a) of this Agreement, receipt of executed customary indemnification agreements from the Company and other participating holders of Common Stock, allocated among such holders Shares in such manner as they may agree.form reasonably satisfactory to the Holders whose Shares are to be registered;
(dviii) If the Company shall notify each participating Holder at any Piggyback Registration time when a prospectus relating to such Shares is required to be delivered under the Act, of the happening of any event which causes such prospectus as then in effect to contain an untrue statement of a material fact or Piggyback Shelf Takedown is initiated as to omit to state a primary underwritten offering on behalf material fact required to be stated therein or necessary to make the statements therein not misleading, and, if necessary in the reasonable judgment of counsel for the Company, the Company shall select will promptly prepare a supplement or amendment to such prospectus so that as thereafter delivered to the investment banking firm purchasers of such Shares, such prospectus will not contain any untrue statement of a material fact or firms omit to act as state a material fact necessary to make the statements therein not misleading;
(ix) each participating Holder, upon receipt of any notice of the happening of any event of the kind described in Section 7(b)(viii) hereof, will immediately discontinue disposition of the Shares until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 7(b)(viii) hereof or until such Holder is advised in writing by the Company that the use of the prospectus may be resumed, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters (if any) to, deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Shares current at the time of receipt of such notice;
(x) Executive agrees (i) to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event, in either case, as a result of which any prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Holder or omits or would omit to state any material fact regarding such Holder required to be stated therein or necessary to make the statements therein not misleading, and (ii) promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Holder, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and
(xi) for purposes of this Agreement, the phrases "reasonable efforts" and "reasonable efforts to cause," when used with reference to efforts to be made by a party hereto or any of its affiliates shall not require such party or any of its affiliates to pay or transfer any money, property or other thing of value, shall require such party and its affiliates to act with all reasonable promptness and dispatch with respect thereto and shall require the other party and its affiliates to act with all reasonable promptness and dispatch and to cooperate in all material respects with the first party's efforts in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingtherewith.
Appears in 2 contracts
Sources: Executive Securities Agreement (Houston Wire & Cable CO), Executive Securities Agreement (Houston Wire & Cable CO)
Piggyback Registration. (a) Whenever If at any time following the Company ---------------------- Distribution uBid proposes to register the offer and sale of any shares of its Common Stock Shares under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or for sale to employees the public by uBid or directors of the Company pursuant to any employee stock plan or other employee benefit arrangementperson (except as provided in Section 7 hereof), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)uBid shall, or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later not less than fifteen (15) days prior to the proposed date of filing of such Registration Statement) a registration statement under the Act, give written notice to the holders of Registrable Securities Stockholders of its intention to effect do so. A Piggyback Request from any such Stockholder shall state the number of Registerable Shares to be registered and the intended plan of distribution thereof. If uBid receives a registration andPiggyback Request from any Stockholder given within fifteen (15) days after uBid's notice under this Section 3, uBid, subject to the conditions and limitations of Section 3(b) and Section 3(c)4 hereof, will use its best efforts to cause the Registerable Shares covered by Piggyback Request to be so registered under the Act in the proposed registration statement if the proposed registration statement becomes effective, but uBid shall include in have no obligation to cause, or use any efforts to cause, any such registration all Registrable Securities with respect statement to which become effective. Registerable Shares covered by a Piggyback Request shall be sold pursuant to the Company has received written requests for inclusion from same plan of distribution that applies to the holders majority of Registrable Securities within five (5) days after the Company’s notice has been given other Shares covered by such registration statement, except to each such holderthe extent that uBid otherwise agrees in writing. A The rights to Piggyback Registration shall not granted by this Section 3 may be considered a Demand Registration for purposes exercised an unlimited number of Section 2occasions following the Distribution. If any No Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to Request may be made on by a delayed or continuous basis pursuant to Rule 415 under Stockholder if the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified amount of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock Shares proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can sold could be sold in by such offering and/or that Stockholder without limitation under Rule 144 under the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownAct.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Ubid Inc), Separation and Distribution Agreement (Ubid Inc)
Piggyback Registration. (aIf at any time after the Shelf Registration Expiration Date and while any Registrable Shares or Acquired Units are outstanding and a Registration Statement applicable to Holders under Sections 3(a) Whenever or 3(b) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating any successor form to an offering such Form or sale to employees or directors of the Company pursuant to in connection with any employee stock plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)form to such Form or in connection with an exchange offer, or (iii) in connection with any dividend a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or distribution reinvestment its subsidiaries, or similar plan(v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)account, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement) Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the holders provisions of Registrable Securities of its intention to effect such a registration andSection 4 below, subject to Section 3(b) and Section 3(c), the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Securities with respect to Shares for which the Company has received written requests for inclusion from the holders of Registrable Securities therein within five fifteen (515) calendar days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders. A Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time prior to the effective date of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) Registration. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriter advises the Company and that the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the total number of shares of Common Stock proposed Shares requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which Shares that can be sold in such offering and/or that without impairing the number pricing or other commercial practicality of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall will include in such registration or takedown in the following priority: (i) first, the shares of all Common Stock that Shares the Company proposes to sell; , (ii) second, up to the shares full number of applicable Common Stock Shares requested to be included therein in such registration by holders of Common Shares with prior or superior piggyback registration rights and (iii) third, up to the full number of applicable Registrable SecuritiesShares and Common Shares requested to be included in such registration by any Holders and other holders of Common Shares with piggyback registration rights of similar priority which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with the number of such Registrable Shares and other Common Shares of each Holder and such other holders, respectively, to be included in the Piggyback Registration to be allocated pro rata among all the Holders and such other holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the total number of shares of Common Stock proposed requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in Holders of Registrable Shares and such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeShares).
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Registration Rights and Lock Up Agreement (Gables Residential Trust), Registration Rights and Lock Up Agreement (Gables Residential Trust)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or (ii) a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)▇-▇, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act ▇-▇ or any successor rule thereto), form thereto or (iii) in connection with any dividend or distribution reinvestment or similar plananother form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event event, no later than fifteen thirty (1530) days prior to the filing of such Registration Statement) to the holders of Registrable Securities Investor of its intention to effect such a registration and, subject to Section 3(b4(b) and Section 3(c4(c), shall include in such registration all Registrable Securities with respect requested to which be included by the Company has received written requests for inclusion from the holders of Registrable Securities Investor within five fifteen (515) days after the date on which the Company’s notice has been is given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration StatementRegistration”). The Investor may withdraw all or any part of its Registrable Securities from a Piggyback Registration at any time. For the avoidance of doubt, no registration of Registrable Securities effected pursuant to a request under this Section 4 shall be deemed to have been effected pursuant to Section 3 of this Agreement or shall relieve the Company of its obligations under Section 3. The Company may postpone for up to one-hundred twenty (120) days the filing or effectiveness of a Piggyback Registration if the Company, in good faith, determines that such holder(s) shall Piggyback Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the right, but not the obligation, Company or any of its Subsidiaries to be notified of and to participate engage in any offering under such Piggyback Shelf Registration Statement acquisition of assets (a “Piggyback Shelf Takedown”)other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities Investor (if any holders of Registrable Securities have the Investor has elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share marketability of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included by any stockholder having registration rights with priority over the registration rights of the Investor; (iii) third, the number of shares of Common Stock requested to be included therein by holders of Registrable Securitiesthe Investor and the BKC Investors; and (iv) fourth, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securitiesthe Investor, the BKC Investors and the Management Investors), allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.
(d) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securitiesthe Investor, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share marketability of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the number of shares of Common Stock requested to be included by any stockholder having registration rights with priority over the registration rights of the Investor; (ii) second, the number of shares of Common Stock requested to be included therein by the holder(sInvestor and the BKC Investors; and (iii) requesting such registration or takedown and by the holders of Registrable Securitiesthird, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common StockStock (other than the Investor, the BKC Investors and the Management Investors), allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Registration Rights and Stockholders’ Agreement (Carrols Restaurant Group, Inc.), Registration Rights and Stockholders’ Agreement (Carrols Restaurant Group, Inc.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any units or shares of its Common Stock Equity under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule Rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 20 days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) 10 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule Rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of units or shares of Common Stock Equity proposed to be included in such registration or takedown, including all Registrable Securities and all other units or shares of Common Stock Equity proposed to be included in such underwritten offering, exceeds the number of units or shares of Common Stock Equity which can be sold in such offering and/or that the number of units or shares of Common Stock Equity proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock Equity to be sold in such offering, the Company shall include in such registration or takedown (i) first, the units or shares of Common Stock Equity that the Company proposes to sell; (ii) second, the units or shares of Common Stock Equity requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the units or shares of Common Stock Equity requested to be included therein by holders of Common Stock Equity other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock Equity other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of units or shares of Common Stock Equity proposed to be included in such registration or takedown, including all Registrable Securities and all other units or shares of Common Stock Equity proposed to be included in such underwritten offering, exceeds the number of units or shares of Common Stock Equity which can be sold in such offering and/or that the number of units or shares of Common Stock Equity proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock Equity to be sold in such offering, the Company shall include in such registration or takedown (i) first, the units or shares of Common Stock Equity requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of units or shares of Common Stock Equity other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the units or shares of Common Stock Equity requested to be included therein by other holders of Common StockEquity, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Registration Rights Agreement (ASP Isotopes Inc.), Registration Rights Agreement (ASP Isotopes Inc.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of EXHIBIT F Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), but in any event no earlier than [October 6, 2020], the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, (A) then in the case of the Public Offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, to Keystone and its Affiliates who hold Registrable Securities in an amount up to $15 million (or such lesser amount as Keystone or its Affiliates elect to sell and based on the number of shares to be sold multiplied by the price to the public in the offering), to the FPC Unitholders and their Affiliates who hold Registrable Securities in an amount equal to 44.67% of the amount to be sold by Keystone and its Affiliates pursuant to this clause (ii), to the TB Unitholders and their Affiliates who hold Registrable Securities in an amount up to $15 million (or such lesser amount as the TB Unitholders or its Affiliates elect to sell and based on the number of shares to be sold multiplied by the price to the public in the offering), and to the EC Unitholders and their Affiliates who hold Registrable Securities in an amount equal to 44.67% of the amount to be sold by Keystone and its Affiliates pursuant to this clause (ii) (provided, that if the number of Registrable Securities available to be included pursuant to this clause (ii) is less than $43.4 million, then Keystone will be allocated 34.56% of such available shares, the FP Unitholders will be allocated 15.44% of such available shares, the TB Unitholders will be allocated 34.56% of such available shares and the EC Unitholders will be allocated 15.44% of such available shares), (iii) third, the shares of Common EXHIBIT F Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree and giving effect to the amounts allocated to Keystone, the FPC Unitholders, the TB Unitholders and the EC Unitholders and their respective Affiliates in clause (ii); and (iv) fourth, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree and (B) then in all other cases, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.. EXHIBIT F
Appears in 2 contracts
Sources: Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, (iv) in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, or (iiiv) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities who hold at least 33% of the Registrable Securities initially issued or issuable to the Investors pursuant to the Purchase Agreement of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five two (52) days after the Company’s notice has been given to each such holder; provided, however, the obligations of this Section 3(a) shall not apply with respect to Registrable Securities included in an effective registration statement. A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If at any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate time in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)its sole discretion.
(b) If a in connection with any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf involving an underwriting of shares of the Company Company’s Common Stock pursuant to Section 3(a), and the managing underwriter advises underwriter(s) for such offering advise the Company that in their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall only include in such offering the number which can be so sold in the following order of priority: (i) first, if applicable, the securities the Company proposes to sell, and the (ii) second, if there remains availability for additional shares of Common Stock to be included in such offering, pro rata among holders of Registrable Securities (if and any other holders of Registrable Securities have elected shares of Common Stock entitled to include Registrable Securities participate in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion offering, if applicable, based on the relative number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned then held by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownstockholder.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If connection with any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the CompanyRegistration, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Registration Rights Agreement (Stabilis Energy, Inc.), Registration Rights Agreement (Stabilis Energy, Inc.)
Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time the Company proposes to register the offer and sale of any shares of its Common Stock files a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), whether or not for sale for its own account (other than a registration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) pursuant to a Registration Statement on Form S-8 (or other demand registration solely relating to an offering or sale to employees or directors of in accordance with Section 2), then the Company pursuant shall use commercially reasonable efforts to any employee stock plan or other employee benefit arrangementgive written notice of such filing to the Investor at least ten (10) Business Days before the anticipated filing date (the “Piggyback Notice”), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under . The Piggyback Notice and the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for contents thereof shall be kept confidential by the Investor and its own account or for the account of one or more stockholders of the Companyaffiliates and representatives, and the form Investor shall be responsible for breaches of Registration Statement (a “confidentiality by its affiliates and representatives. The Piggyback Registration Statement”) Notice shall offer the Investor and the Permitted Holders the opportunity to be used may be used for any include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as the Investor may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior use its commercially reasonable efforts to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from the Investor written requests for inclusion from therein within ten (10) Business Days following receipt of any Piggyback Notice by the holders Investor, which request shall specify the maximum number of Registrable Securities within five intended to be disposed of by the Investor and any Permitted Holder and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless the Investor shall have received the Piggyback Notice in respect to such public offering not less than ten (510) days after Business Days prior to the Company’s notice has been given commencement of such sale of Other Securities. The Investor and any Permitted Holder shall be permitted to each withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the registration statement relating to such holderPiggyback Registration. A No Piggyback Registration shall not be considered a Demand Registration for purposes count towards the number of demand registrations that the Investor is entitled to make in any period or in total pursuant to Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary any Other Securities are to be sold in an underwritten offering on behalf of offering, (1) the Company and the managing underwriter advises or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (2) the holders of Investor and any Permitted Holder shall be permitted to include all Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion requested by the number of shares of Common Stock proposed Investor to be included in such registration in such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or takedown, including all Registrable Securities and all other shares of Common Stock proposed any third party to be included in such offering; provided, however, that if such offering involves an underwritten offeringoffering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or dollar amount of shares of Common Stock which such securities that can be sold in such offering and/or that without having an adverse effect on the number price, timing or distribution of shares of Common Stock proposed the Registrable Securities to be so included together with all Other Securities, then there shall be included in any such registration firm commitment underwritten offering the number or takedown would adversely affect dollar amount of Registrable Securities and such Other Securities that in the price per share good faith opinion of the Common Stock to such managing underwriter(s) can be sold in without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (x) to the Company shall include in extent such public offering is the result of a registration or takedown initiated by the Company, (i) first, all Other Securities being sold by the shares of Common Stock that the Company proposes to sellCompany; (ii) second, the shares of Common Stock all Registrable Securities requested to be included therein in such registration by the Investor and (iii) third all Other Securities of any holders thereof (other than the Company and the Investor) requesting inclusion in such registration, or (y) to the extent such public offering is the result of Registrable Securitiesa registration initiated by any Persons (other than the Company or the Investor) exercising a contractual right to demand registration, allocated (i) first, pro rata among all Other Securities owned by such Persons exercising the contractual right and all Registrable Securities requested by the Investor to be included in such registration , (ii) second, all Other Securities of any holders thereof (other than the Investor, the Company and the Persons exercising the contractual right) requesting inclusion in such registration, pro rata, based on the basis of the aggregate number of Registrable Other Securities beneficially owned by each such holder or in such manner as they may otherwise agreeholder; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable all Other Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be being sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeCompany.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Synchronoss Technologies Inc)
Piggyback Registration. (a) Whenever If the Company proposes shall determine to register the offer and for sale of for cash any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)Stock, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one others (other than the Subscriber) pursuant to a registration statement initially filed after the date of this Agreement, other than (i) a registration relating solely to employee benefit plans or more stockholders of securities issued or issuable to employees, consultants (to the Company, and extent the form of Registration Statement (a “Piggyback Registration Statement”) securities owned or to be used may owned by such consultants could be used for registered on Form S-8) or any of their family members (including a registration of Registrable on Form S-8) or (ii) a registration relating solely to a Securities (Act Rule 145 transaction or a “Piggyback Registration”)registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly give prompt to the Subscriber written notice thereof (and in any no event no later shall such notice be given less than fifteen (15) 20 calendar days prior to the filing of such Registration Statementregistration statement), and shall include as a piggyback registration (the “Piggyback Registration”) all of the Shares of Common Stock into which the shares of Preferred Stock are convertible (the “Common Shares”), specified in a written request delivered by the Subscriber to the holders Company within 10 calendar days after receipt of Registrable Securities such written notice from the Company. However, the Company may, without the consent of the Subscriber, withdraw such registration statement prior to its intention becoming effective if the Company or such other stockholders have elected to effect such a registration andabandon the proposal to register the securities proposed to be registered thereby. Notwithstanding the foregoing, subject to Section 3(b) and Section 3(c), shall include in the event that the SEC limits the amount of shares that may be registered in such registration all Registrable Securities with respect to which statement, the Company has received written requests for inclusion may scale back from the holders registration statement such number of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made Common Shares, on a delayed or continuous basis pursuant pro-rata basis, as is required to Rule 415 under meet the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”)scale back requirements. Additionally, such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringstatement, the Company SEC scale back requirements shall include in such registration or takedown (i) apply first, to the shares of Common Stock that the Company proposes to sell; (ii) Subscriber’s securities and second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed being registered pursuant to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such a mandatory or demand registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf obligation of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Subscription Agreement (California Gold Corp.), Preferred Stock Subscription Agreement (California Gold Corp.)
Piggyback Registration. (a) Whenever At any time after the six (6) month anniversary of the Closing Date (as defined in the Purchase Agreement), if (and on each occasion that) the Company proposes to register the offer and sale of any shares of its Common Stock securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)Section 4.1, (ii) pursuant to a Registration Statement in connection with registrations on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under S-8 promulgated by the Securities Act and Exchange Commission or any successor rule thereto)or similar forms, or (iii) in connection with a Rule 145 transaction, or (iv) in connection with registrations on any dividend registration form that does not permit secondary sales or distribution reinvestment or similar plandoes not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), whether for its own account or for the account of one any of its security holders (each such registration not withdrawn or more stockholders of abandoned prior to the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) effective date thereof being herein referred to be used may be used for any registration of Registrable Securities (as a “Piggyback Registration”), the Company shall give prompt written notice (to all Holders of such proposal promptly, but in any no event no later than fifteen ten (1510) days Business Days prior to the anticipated filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)date.
(b) If a Subject to the provisions contained in paragraphs (a) and (c) of this Section 4.2 and in the last sentence of this paragraph (b), the Company will be obligated and required to include in each Piggyback Registration or Piggyback Shelf Takedown is initiated such Registrable Securities as requested in a primary underwritten offering on behalf written notice from any Holder delivered to the Company no later than five (5) Business Days following delivery of the Company and the managing underwriter advises notice from the Company and the holders specified in Section 4.2(a). The Holders of Registrable Securities (if shall be permitted to withdraw all or any holders part of Registrable Securities their shares from any Piggyback Registration at any time on or before the earlier of the fifth business day prior to the planned effective date of such Piggyback Registration and a public filing with respect to such Piggyback Registration, except as otherwise provided in any written agreement with the Company’s underwriter(s) establishing the terms and conditions under which such Holders would be obligated to sell such securities in such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration prior to the effectiveness of such registration, whether or not the Holders have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownregistration.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering Underwritten Offering on behalf of a holder of Common Stock Company securities other than Registrable SecuritiesHolders, and the managing underwriter advises underwriter(s) advise the Company in writing that in its their reasonable and good faith opinion the number of shares of Common Stock securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringUnderwriters’ Maximum Number, then the Company shall include in such registration or takedown (i) first, the shares number of Common Stock securities to be sold by the Company, (ii) second, the number of securities requested to be included therein by the such holder(s) requesting such registration, (iii) third, the number of securities requested to be included therein by all Holders who have requested registration or takedown and by the holders of Registrable SecuritiesSecurities in accordance with Section 4.2(a), allocated pro rata among all such holders on the basis of the aggregate number of shares of Common Stock other than the Registrable Securities requested to be included by each such Holder and (iv) fourth, any other securities that have been requested to be so included by any other person. If a Piggyback Registration is an Underwritten Offering on a fully dilutedbehalf of the Company, as converted basisand the managing underwriter(s) and advise the Company that in their reasonable opinion the number of Registrable Securities, as applicable, owned by all such holders or securities proposed to be included in such manner as they may otherwise agree; and registration exceeds the Underwriters’ Maximum Number, then the Company shall include in such registration (i) first, the number of securities to be sold by the Company, (ii) second, the shares number of Common Stock securities requested to be included therein by holder(s) with priority over the Holders with respect to such registration (including the parties to that certain registration rights agreement with the Company dated October 25, 2010), (iii) third, the number of securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with Section 4.2(a), pro rata on the basis of the aggregate number of Registrable Securities requested to be included by each such Holder and (iv) fourth, any other holders of Common Stock, allocated among such holders in such manner as they may agreesecurities that have been requested to be so included by any other person.
(d) If In any Piggyback Registration or Piggyback Shelf Takedown that is initiated as a primary underwritten offering on behalf of the Companyan Underwritten Offering, the Company shall have the right to select the investment banking firm or firms managing underwriter(s) for such registration.
(e) The Company shall not hereafter grant to act as any Person the managing underwriter or underwriters right to request the Company to register any shares of Company securities in connection with a Piggyback Registration unless such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together rights are consistent with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingprovisions of this Section 4.2.
Appears in 2 contracts
Sources: Stockholders Agreement (AV Homes, Inc.), Securities Purchase Agreement (AV Homes, Inc.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 10 days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) 30 days after the Company’s notice has been given to each such holder. A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2at any time in its sole discretion. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) 50% of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown S▇▇▇▇ ▇▇▇▇▇▇▇▇ is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Registration Rights Agreement (Neuraxis, INC), Registration Rights Agreement (Neuraxis, INC)
Piggyback Registration. (a) Whenever Subject to the terms and conditions hereof, whenever the Company proposes to register the offer and sale of any shares of its Common Stock equity securities under the Securities Act (other than a registration by the Company (ix) pursuant to on a Registration Statement registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors in any of the Company pursuant to any employee stock plan cases of (x) or other employee benefit arrangement), (iiy) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar planforms thereto))(each a “Piggyback Registration”), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)others, the Company shall give SoftBank Group Corp. prompt written notice thereof (in any event no later but not less than fifteen ten (1510) days Business Days prior to the filing by the Company with the SEC of any registration statement with respect thereto or, in the case of an offering of equity securities from an existing registration statement, prior to the anticipated pricing date). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such Registration Statementregistration statement with the SEC (or anticipated date of pricing, as applicable), the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) to and a good faith estimate by the holders Company of the proposed minimum offering price of such equity securities. Upon the written request of SBG (who shall now be deemed a “Piggyback Seller”) (which such written request shall specify the number of Registrable Securities then presently intended to be disposed of its intention to effect by the Piggyback Seller), given within five (5) Business Days after such a registration andPiggyback Notice is received by SoftBank Group Corp., the Company, subject to Section 3(b) the terms and Section 3(c)conditions of this Agreement, shall include in use its best efforts to cause all such registration all Registrable Securities held by the Piggyback Seller with respect to which the Company has received such written requests for inclusion from to be included in such Piggyback Registration on the holders of Registrable Securities within five (5) days after same terms and conditions as the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate equity securities being sold in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Registration.
(b) If If, in connection with a Piggyback Registration or Piggyback Shelf Takedown that is initiated as a primary underwritten offering on behalf of an Underwritten Offering, the Company and the lead managing underwriter reasonably advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that that, in its reasonable and good faith opinion opinion, the number inclusion of shares of Common Stock proposed all the equity securities sought to be included in such registration or takedownPiggyback Registration by (i) the Company, including all Registrable Securities (ii) the Piggyback Seller and all (iii) any other shares proposed sellers of Common Stock proposed to be included in equity securities of the Company (such underwritten offeringpersons being “Other Proposed Sellers”), exceeds as the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown case may be, would adversely affect the price per share marketability of the Common Stock equity securities sought to be sold in such offeringpursuant thereto, then the Company shall include in the registration statement applicable to such registration or takedown Piggyback Registration only such equity securities as the Company is so advised by such underwriter can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, the shares such number of Common Stock that equity securities to be sold by the Company proposes to sellas the Company, in its reasonable judgment based on advice of external counsel and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of the Piggyback Seller, and (C) third, other equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of equity securities sought to be registered by the Piggyback Seller, and (B) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the equity securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration sold by any Other Proposed Sellers or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, by the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein as determined by the holder(s) requesting Company and with such registration priorities among them as may from time to time be determined or takedown and agreed to by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeCompany.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Shareholder Governance Agreement (Arm Holdings PLC /Uk), Shareholder Governance Agreement (Arm Holdings PLC /Uk)
Piggyback Registration. (a) Whenever Subject to Section 4.6 hereof, if, at any time while there still remain Registrable Securities, the Company is no longer eligible to use or, notwithstanding its obligations under Section 4.1(a), otherwise the Registration Statement is not effective, the Company proposes to register the offer and sale of any shares of its Common Stock file a new registration statement under the Securities Act with respect to an offering of Common Stock for (i) the Company’s own account (other than a registration (i) pursuant to a Registration Statement statement on Form S-4 or S-8 (or other registration solely relating any substitute form that may be adopted by the Commission) or with respect to an a Company at-the-market offering program (“ATM Program”) or sale to employees Company dividend reinvestment or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule theretopurchase plans), or (iiiii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders any holder of Common Stock (other than the Holders), then the Company shall give written notice of such proposed filing to the Holders as soon as reasonably practicable (but in no event less than ten (10) Business Days before the anticipated filing date of such new registration statement). Upon a written request, given by Holders to the Company within five (5) Business Days after delivery of any such notice by the Company, and to include Registrable Securities in such Registration (which request shall specify the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration number of Registrable Securities proposed to be included in such new registration statement if such registration statement is not a “pay as you go” Automatic Shelf Registration Statement), the Company shall, subject to Section 4.6 hereof, include all such requested Registrable Securities in such new registration statement on the same terms and conditions as applicable to the Company’s or such holder’s Common Stock (a “Piggyback Registration”). Notwithstanding the foregoing, if at any time after giving written notice of such proposed filing and prior to the effective date of such new registration statement, the Company or such holders shall determine for any reason not to proceed with the proposed filing of the new registration statement, then the Company may, at its election, give prompt written notice (in any event no later than fifteen (15) days prior of such determination to the filing Holders and, thereupon, will be relieved of such Registration Statement) its obligation to the holders of Register any Registrable Securities of its intention to effect in connection with such a new registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)statement.
(b) The Holders of Registrable Securities shall be permitted to withdraw all or any part of their Registrable Securities from any Piggyback Registration at any time on or before the second (2nd) Business Day prior to the planned effective date of such Piggyback Registration, except as otherwise provided in any written agreement with the Company’s underwriter(s), if any, establishing the terms and conditions under which such Holders would be obligated to sell such securities in such Piggyback Registration.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary an underwritten offering of Common Stock on behalf of the Company Company, and the managing underwriter advises underwriter(s) of such underwritten offering advise the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its or their reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownexceeds the Underwriters’ Maximum Number, including all Registrable Securities and all other shares of Common Stock proposed to be included then the Company shall include in such underwritten offeringregistration (i) first, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect offered by the price per share of the Common Stock to be sold in such offeringCompany, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by holders all Holders who have requested registration of Registrable SecuritiesSecurities in accordance with Section 4.2(a), allocated pro rata among all such holders on the basis of the aggregate number of Registrable Securities owned requested to be included by each such holder or in such manner as they may otherwise agree; Holder and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock have been requested to be so included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock any other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeperson.
(d) If In any Piggyback Registration or Piggyback Shelf Takedown that is initiated as a primary an underwritten offering on behalf of by the Company, the Company shall have the right to select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through underwriter(s) for such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingoffering.
Appears in 2 contracts
Sources: Security Holder's Agreement (Farmland Partners Inc.), Contribution Agreement (Farmland Partners Inc.)
Piggyback Registration. (a) Whenever Subject to Section 9, if at any time the Company proposes to register the offer and sale of any shares of its Common Stock equity securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)Act, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether either for its own account or for the account of one others (unless already covered by Section 2 hereof) or more stockholders pursuant to a request under Section 4 hereof, in connection with the public offering of such equity securities solely for cash, on a registration form that would also permit the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (other than registration statement on Form S-8 or any successor form, or a “Piggyback Registration”registration in connection with any stock option, stock purchase or other benefit plan or for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity), the Company shall shall, each such time, promptly give prompt each Holder written notice (in any event no later than fifteen (15) days prior to the filing of such proposal (a "Piggyback Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(cNotice"), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five . Within thirty (530) days after the Company’s notice has been given to each such holder. A Piggyback Registration Notice is given, the Holders shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant give notice as to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed Registrable Securities, if any, which such Holders request be registered simultaneously with such registration by the Company ("Piggyback Registration"). The Company shall use its best efforts to be included include any Registrable Securities in such registration statement (or takedown, including all in a separate registration statement concurrently filed) which the Holders thereof request to be so included and to cause such registration statement to become effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 5 hereof. Notwithstanding the foregoing, if at any time after giving written notice of its intention to register equity securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds before the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share effectiveness of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters statement filed in connection with such offeringregistration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of prior written notice to each Holder, (i) in the case of a determination not to effect registration, relieve itself of its obligation to register the Registrable Securities in connection with such registration or (ii) in the case of a determination to delay registration, delay the registration of such Registrable Securities for the same period as the delay in the registration of such other equity securities. Each holder Holder requesting inclusion in a registration pursuant to this Section 3 may, at any time before the effective date of Registrable Securities proposing the registration statement relating to distribute their Registrable Securities through such underwritten offering registration, revoke such request by delivering written notice of such revocation to the Company (which notice shall (together with be effective only upon receipt by the Company) enter into an underwriting agreement , notwithstanding the provisions of Section 18 hereof); provided, however, that if the Company, in customary form consultation with its financial and legal advisors, determines that such revocation would require a recirculation of the underwriter or underwriters selected for prospectus contained in the registration statement, then such underwritingHolder shall have no right to revoke its request.
Appears in 2 contracts
Sources: Registration Rights Agreement (Kirklands Inc), Registration Rights Agreement (Kirklands Inc)
Piggyback Registration. If (abut without any obligation to do so) Whenever the Company proposes to register (including for this purpose a registration effected by the offer and sale of Company for stockholders other than the Investors) any shares of its Common Stock stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock option, stock purchase or other stock-based compensation arrangement to the extent includable on Form S-8 (or similar or successor form), or a registration relating solely relating to an offering or sale to employees or directors a transaction under Rule 145 of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement Securities Act on Form S-4 (or similar form that relates to or successor form) or a transaction subject to Rule 145 under registration in which the Securities Act only Common Stock being registered is Common Stock issuable upon conversion of debt securities or any successor rule thereto), Common Stock comprising part of a unit or (iii) otherwise sold in connection with any dividend the issuance or distribution reinvestment sale of debt securities which are also being registered) (each such registration not withdrawn or similar plan), whether for its own account or for abandoned prior to the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (effective date thereof being herein called a “Piggyback Registration”), the Company shall shall, at such time, promptly give prompt each Holder of Registrable Securities written notice (in any event no of such registration not later than thirty (30) days prior to the anticipated filing date of such Piggyback Registration. Upon the written request of each Holder of Registrable Securities given within fifteen (15) days prior to after the filing delivery of such Registration Statement) to notice by the holders of Registrable Securities of its intention to effect such a registration andCompany in accordance with Section 18, the Company shall, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes provisions of Section 2. If any Piggyback Registration Statement pursuant 8, use commercially reasonable efforts to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering cause to be made on a delayed or continuous basis pursuant to Rule 415 registered under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf all of the Company and the managing underwriter advises the Company and the holders Registrable Securities that each such Holder of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock has requested to be included therein by holders registered. The Company shall have no obligation under this Section 3 to make any offering of Registrable Securitiesits securities, allocated pro rata among all such holders on the basis or to complete an offering of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested its securities that it proposes to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders make. Any selling Holder of Registrable Securities shall be entitled permitted to register the offer and sale withdraw all or distribute at least thirty percent (30%) any part of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If from any Piggyback Registration or at any time prior to the effective date of such Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingRegistration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Huff William R), Registration Rights Agreement (FX Real Estate & Entertainment Inc.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, (ii) a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)S-▇, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act ▇-▇ or any successor rule thereto)form thereto or another form not available for registering the Registrable Securities for sale to the public; (iii) any offering of securities for the Company’s own account from a shelf registration statement on Form S-3 that has already been declared effective by the Commission (except for an underwritten shelf takedown where the contemplated plan of distribution includes a substantial marketing effort by the Company and the underwriters, or (iiiiv) in connection with any dividend offering of securities for the Company’s own account pursuant to an “at-the-market” offering program or distribution reinvestment or similar plan“ATM”)), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities Warrant Shares (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen twenty (1520) days prior to the filing of such Registration Statement) to the holders of Registrable Securities Holder of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities Warrant Shares with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities Holder within five (5) ten days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Holder.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities Holder (if any holders of Registrable Securities have the Holder has elected to include Registrable Securities Warrant Shares in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (iA) first, the number of shares of Common Stock that the Company proposes to sell; (iiB) second, the number of shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agreeHolder; and (iiiC) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event Warrant Shares held by the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownHolder).
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder one or more holders of Common Stock other than Registrable SecuritiesWarrant Shares, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownregistration, including all Registrable Securities Warrant Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall shall, subject to the proviso below, include in such registration or takedown (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities Holder (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree); and (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Warrant Agreement (VBI Vaccines Inc/Bc), Warrant Agreement (VBI Vaccines Inc/Bc)
Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time following [ , 2010], the Company proposes to register the offer and sale of any shares of its Common Stock files a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), whether or not for sale for its own account (other than a registration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) pursuant to a Registration Statement on Form S-8 demand registration in accordance with Section 2), then the Company shall use commercially reasonably efforts to give written notice of such filing to the Investor Representative (for distribution to the Investors) at least five Business Days before the anticipated filing date (or other registration solely relating such later date as it becomes commercially reasonable to an offering or sale to employees or directors of provide such notice) (the Company pursuant to any employee stock plan or other employee benefit arrangement“Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Investor Representative, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the CompanyInvestors and their respective Affiliates and representatives, and the form Investor Representative and the Investors shall be responsible for breaches of Registration Statement (a “confidentiality by their respective Affiliates and representatives. The Piggyback Registration Statement”) Notice shall offer the Investors the opportunity to be used may be used for any include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as they may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior use its commercially reasonable efforts to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from the Investor Representative written requests for inclusion from therein within 10 Business Days following receipt of any Piggyback Notice by the holders Investor Representative, which request shall specify the maximum number of Registrable Securities within five (5) days after intended to be disposed of by the Electing Investors and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless the Investor Representative shall have received the Piggyback Notice in respect to such public offering not less than 10 Business Days prior to the commencement of such sale of Other Securities. The Electing Investors, acting through the Investor Representative, shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the registration statement relating to such Piggyback Registration. No Piggyback Registration shall count towards the number of demand registrations that the Investors are entitled to make in any period or in total pursuant to Section 2. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to provide notice of, or include any Registrable Securities in, any proposed or filed registration statement with respect to an offering of Other Securities for sale exclusively for the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If own account at any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”)time following [December [ ], such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)2016].
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary any Other Securities are to be sold in an underwritten offering on behalf of offering, (1) the Company and the managing underwriter advises or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (2) the holders of Electing Investors shall be permitted to include all Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed requested to be included in such registration in such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or takedown, including all Registrable Securities and all other shares of Common Stock proposed any third party to be included in such offering; provided, however, that if such offering involves an underwritten offeringoffering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or dollar amount of shares of Common Stock which such securities that can be sold in such offering and/or that without having an adverse effect on the number price, timing or distribution of shares of Common Stock proposed the Registrable Securities to be so included together with all Other Securities, then there shall be included in any such registration firm commitment underwritten offering the number or takedown would adversely affect dollar amount of Registrable Securities and such Other Securities that in the price per share good faith opinion of the Common Stock to such managing underwriter(s) can be sold in without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (x) to the Company shall include in extent such public offering is the result of a registration or takedown initiated by the Company, (i) first, all Other Securities being sold by the shares of Common Stock that the Company proposes to sellCompany; (ii) second, the shares of Common Stock all Registrable Securities requested to be included therein in such registration by holders of Registrable Securitiesthe Electing Investors, allocated pro rata among all such holders rata, based on the basis of the number of Registrable Securities beneficially owned by each such holder or in such manner as they may otherwise agreeElecting Investors; and (iii) third, the shares all Other Securities of Common Stock requested to be included therein by any holders of Common Stock thereof (other than holders of Registrable Securities, allocated among such holders the Company and the Electing Investors) requesting inclusion in such manner as they may agree; providedregistration, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering pro rata, based on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares Other Securities beneficially owned by each such holder of Common Stock proposed Other Securities or (y) to the extent such public offering is the result of a registration by any Persons (other than the Company or the Investors) exercising a contractual right to demand registration, (i) first, all Other Securities owned by such Persons exercising the contractual right, pro rata, based on the number of Other Securities beneficially owned by each such holder of Other Securities; (ii) second, all Registrable Securities requested to be included in such registration or takedownby the Electing Investors, including all pro rata, based on the number of Registrable Securities beneficially owned by such Electing Investors; and (iii) third, all other shares of Common Stock proposed Other Securities being sold by the Company; and (iv) fourth, all Other Securities requested to be included in such underwritten offeringregistration by other holders thereof (other than the Company and the Electing Investors), exceeds pro rata, based on the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Other Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, beneficially owned by all each such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingOther Securities.
Appears in 2 contracts
Sources: Loan and Security Agreement (Image Entertainment Inc), Securities Purchase Agreement (Image Entertainment Inc)
Piggyback Registration. (a) Whenever If at any time or from time to time the Company proposes shall determine to register (including for this purpose a registration effected by the offer and sale of Company for securityholders other than Purchasers) any shares of its Common Stock shares or other securities, (other than (i) in a registration relating solely to employee benefit plans, (ii) a registration on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangementAct), (ii) a registration pursuant to which the Company is offering to exchange its own securities, (iv) a Registration Statement on Form S-4 (or similar form that relates registration statement relating solely to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan)plans, whether for its own account or for the account of one or more stockholders (v) a resale shelf registration statement relating solely to debt securities of the Company, Company that are convertible into Common Stock and the form underlying shares of Registration Statement Common Stock or (vi) a “Piggyback Registration Statement”) registration pursuant to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”Section 2), the Company shall give prompt written notice will:
A. promptly (but in any no event no later less than fifteen ten (1510) days prior to Business Days before the filing effective date of such the relevant Registration Statement) give to the holders of Registrable Securities of its intention to effect such a registration Purchasers written notice thereof; and, subject to Section 3(b) and Section 3(c), shall
B. include in such registration (and any related qualification under state securities laws or other compliance), and in any underwriting involved therein, all the Registrable Securities with respect to which the Company has received Stock specified in a written requests for inclusion from the holders of Registrable Securities request or requests, made within five (5) days Business Days after receipt of such written notice from the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of , by Purchaser, except as set forth in Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s4(c) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)below.
(b) If a Piggyback Registration The Company shall have the right to terminate or Piggyback Shelf Takedown is withdraw any registration initiated as a primary underwritten offering on behalf by it under this Section 3 prior to the effectiveness of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if such registration whether or not any holders of Registrable Securities have Purchaser has elected to include Registrable Securities securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number registration. The expenses of shares of Common Stock proposed to such withdrawn registration shall be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, borne by the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownaccordance with Section 7 hereof.
(c) If a Piggyback Purchasers’ piggyback registration rights pursuant to this Section 3 will not be available during any period in which the Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, Statement has been declared and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeremains effective.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 2 contracts
Sources: Registration Rights Agreement (BioPharmX Corp), Registration Rights Agreement (BioPharmX Corp)
Piggyback Registration. (a) Whenever Subject to any contractual obligations to the contrary, if the Company proposes at any time to register any of the offer and sale of any shares of its Common Stock equity securities issued by it under the Securities Act (other than an Exchange Registration or a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)Form S-4, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)forms, or (iii) relating to Class A Common Stock issuable in connection with any dividend or distribution reinvestment employee benefit or similar planplan of the Company or in connection with a direct or indirect acquisition by the Company of another person or as a recapitalization or reclassification of securities of the Company), whether or not for sale for its own account or for account, the account of one or more stockholders Company shall each such time give prompt notice at least 15 business days prior to the anticipated filing date of the Companyregistration statement relating to such registration to Medley Group, and which notice shall offer Medley Group the form of Registration Statement (a “Piggyback Registration Statement”) opportunity to be used may be used for any elect to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered held by Covered Persons as Medley Group may request (a “Piggyback Registration”), subject to the provisions of Section 2.3(b). If Medley Group elects to effect a Piggyback Registration, the Company shall give prompt written notice (of the registration statement relating to such registration to those Covered Persons who Medley Group determines to afford participation in any event no later than fifteen (15) days prior the Piggyback Registration. Upon the request of Medley Group, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by Medley Group, to the filing extent necessary to permit the disposition of the Registrable Securities to be so registered, provided that (i) if such Registration Statement) registration involves an underwritten Public Offering, all such Covered Persons to be included in the Company’s registration must sell their Registrable Securities to the holders of Registrable Securities underwriters selected by the Company on the same terms and conditions as apply to the Company or any other selling person, as applicable, and (ii) if, at any time after giving notice of its intention to effect such a registration and, subject register any securities pursuant to this Section 3(b2.3(a) and Section 3(c), shall include in such registration all Registrable Securities with respect prior to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf effective date of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities registration statement filed in connection with such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringregistration, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in determine for any event the holders of Registrable Securities shall be entitled reason not to register the offer and sale or distribute at least thirty percent (30%) to delay registration of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringsecurities, the Company shall include in give notice of such registration or takedown (i) first, the shares determination to each holder of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully dilutedand, as converted basis) and the number thereupon shall be relieved of its obligation to register any Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters Securities in connection with such offeringregistration, or shall be permitted to delay registration of such securities, as the case may be. Each holder No registration effected under this Section 2.3 shall relieve the Company of Registrable Securities proposing its obligations to distribute their Registrable Securities through such underwritten offering effect an Exchange Registration or Demand Registration to the extent required by Section 2.1 or Section 2.2, respectively. The Company shall (together pay all Registration Expenses in connection with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.each Piggyback Registration
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Sierra Income Corp), Agreement and Plan of Merger (Medley Management Inc.)
Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time the Company proposes files a registration statement under the 1933 Act with respect to register the offer and sale an offering of any shares of its Common Stock under or other equity securities of the Securities Act Company (such Common Stock and other equity securities collectively, “Other Securities”), including, for the avoidance of doubt, any registration statement filed in response to TRowe’s demand for a Underwritten Offering pursuant to Section 3 of the TRowe Registration Rights Agreement (“TRowe Demand Registration”) and whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (▇-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering any successor forms or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) filed solely in connection with any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account then the Company shall promptly give written notice of such filing to the Investors, which notice shall be given, to the extent reasonably practicable, no later than ten (10) Business Days before the anticipated filing or for launch date (except in the account case of an offering that is an “overnight offering,” in which case such notice must be given no later than one (1) Business Day prior to the filing or more stockholders of launch date) (the Company“Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Investors and their respective Affiliates and representatives, and the form Investors shall be responsible for breaches of Registration Statement (a “confidentiality by their respective Affiliates and representatives in their capacity as such. The Piggyback Registration Statement”) Notice shall offer each Investor the opportunity to be used may be used for any include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as such Investor may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from an Electing Investor a written requests request for inclusion from the holders of Registrable Securities therein within five (5) days after Business Days following receipt of any Piggyback Notice by such Electing Investor (but in any event not later than one (1) Business Day prior to the Company’s notice has been given to each such holder. A filing date of a Piggyback Registration Statement), which request shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders specify the maximum number of Registrable Securities have registered intended to be disposed of by such Electing Investor and the offer intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 6 applies unless the Electing Investors shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities. The Electing Investors shall be permitted to withdraw all or part of the Registrable Securities is from a Piggyback Registration Statement on Form S-3 or at any time at least two (2) Business Days prior to the then appropriate form for an offering effective date of the registration statement relating to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Registration.
(b) If a Piggyback Registration any Other Securities are to be sold in an underwritten offering, (i) the Company or Piggyback Shelf Takedown is initiated as a primary underwritten other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering on behalf in their discretion and (ii) to the extent such Other Securities are of the Company and same class as the managing underwriter advises Registrable Securities, the Company and the holders of Electing Investors shall be permitted to include all Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed requested to be included in such registration in such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or takedown, including all Registrable Securities and all other shares of Common Stock proposed any third party to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, however, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any if such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as offering involves an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises underwriter(s) of such underwritten offering advise the Company in writing that in its reasonable and it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of shares Registrable Securities and such Other Securities that in the good faith opinion of Common Stock proposed such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (A) first, all Other Securities being sold by the Company for its own account; (B) second, and only if all the securities referred to in clause (A) have been included, all Registrable Securities requested to be included in such registration or takedownby the Electing Investors, including pro rata, based on the number of Registrable Securities beneficially owned by such Electing Investors; and (C) third, and only if all the securities referred to in clause (B) have been included, all Other Securities of any holders thereof (other than the Company and the Electing Investors) requesting inclusion in such registration, pro rata, based on the number of Other Securities beneficially owned by each such holder of Other Securities; provided; however that in the event of a Piggyback Registration in connection with a TRowe Demand Registration, such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (w) first, all Registrable Securities and all other shares of Common Stock proposed requested to be included in such underwritten offeringregistration by TRowe; (x) second, exceeds and only if all the number of shares of Common Stock which can be sold securities referred to in such offering and/or that the number of shares of Common Stock proposed clause (x) have been included, all Registrable Securities requested to be included in any such registration or takedown would adversely affect by the price per share Electing Investor; (y) third, and only if all the securities referred to in clause (y) have been included, Other Securities being sold by the Company for its own account; and (z) fourth, and only if all the securities referred to in clause (y) have been included, all Other Securities of any holders thereof (other than the Common Stock to be sold Electing Investors and the Company) requesting inclusion in such offeringregistration, the Company shall include in such registration or takedown (i) firstpro rata, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders based on the basis of the number of shares of Common Stock other than the Registrable Other Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, beneficially owned by all each such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingOther Securities.
Appears in 2 contracts
Sources: Registration Rights Agreement (Act III Holdings LLC), Registration Rights Agreement (BJs RESTAURANTS INC)
Piggyback Registration. (a) Whenever a. If the Company at any time proposes to register the offer and sale of any shares of its Common Stock equity securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or for sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan)public for cash, whether for its own account or for the account of one other security holders or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for both on any registration form (other than Forms F-4, F-8, F-80, F-10 (in connection with a business combination or exchange offer), S-4, S-8 or another form not available for registering the ▇▇▇▇strable Securities for sale to the public) which permits the inclusion of Registrable Securities held by any Investor (a “"Piggyback Registration”"), then each such time the Company shall will give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of all Investors that then hold Registrable Securities of its intention so to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which do. Upon the written request of any Investor received by the Company has received written requests for inclusion from the holders of Registrable Securities within five ten (510) days after the Company’s giving of any such notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of by the Company and subject to receipt of necessary information from such Investor in accordance with the managing underwriter advises terms of this Agreement, to register any of such Investor's Registrable Securities, the Company and will cause the holders of Registrable Securities (if any holders of Registrable Securities as to which registration shall have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed been so requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such covered by the registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock statement proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein filed by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, all to the extent requisite to permit the sale or other disposition by such Investor.
b. The Company shall have the right to select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offeringunderwriter(s) for any underwritten Piggyback Registration. Each holder of Registrable Securities All Investors proposing to distribute sell their Registrable Securities through in such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form form. If such proposed Piggyback Registration is an underwritten offering and the managing underwriter for such offering advises the Company that the securities requested to be included therein exceed the amount of securities that can be sold in such offering such that the inclusion of such Registrable Securities would adversely affect marketing of the securities to be sold by the Company, the Company shall not exclude any Registrable Securities unless the Company has first excluded, all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the underwriter or underwriters selected for Registrable Securities, provided, that after giving effect to the foregoing, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual rights right to include such underwritingsecurities in the registration statement other than holders of securities entitled to inclusion of their securities in such registration statement by reason of piggyback registration rights.
Appears in 1 contract
Sources: Registration Rights Agreement (Electrum Strategic Resources LLC)
Piggyback Registration. If (abut without any obligation to do so) Whenever the Company proposes to register (including for this purpose a registration effected by the offer and sale of Company for stockholders other than the Sellers) any shares of its Common Stock stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock option, stock purchase or other stock-based compensation arrangement to the extent includable on Form S-8 (or similar or successor form), or a registration relating solely relating to an offering or sale to employees or directors transaction under Rule 145 of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement Securities Act on Form S-4 (or similar form that relates to or successor form) or a transaction subject to Rule 145 under registration in which the Securities Act only Common Stock being registered is Common Stock issuable upon conversion of debt securities or any successor rule thereto), Common Stock comprising part of a unit or (iii) otherwise sold in connection with any dividend the issuance or distribution reinvestment sale of debt securities which are also being registered) (each such registration not withdrawn or similar plan), whether for its own account or for abandoned prior to the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (effective date thereof being herein called a “Piggyback Registration”), the Company shall shall, at such time, promptly give prompt each Holder of Registrable Securities written notice (in any event no of such registration not later than fifteen forty-five (1545) days prior to the anticipated filing date of such Registration Statement) to Piggyback Registration. Upon the holders written request of each Holder of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities given within five twenty (520) days after the Company’s delivery of such notice has been given by the Company in accordance with Section 18, the Company shall, subject to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes the provisions of Section 2. If any Piggyback Registration Statement pursuant 8, use commercially reasonable efforts to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering cause to be made on a delayed or continuous basis pursuant to Rule 415 registered under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf all of the Company and the managing underwriter advises the Company and the holders Registrable Securities that each such Holder of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock has requested to be included therein by holders registered. The Company shall have no obligation under this Section 3 to make any offering of Registrable Securitiesits securities, allocated pro rata among all such holders on the basis or to complete an offering of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested its securities that it proposes to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders make. Any selling Holder of Registrable Securities shall be entitled permitted to register the offer and sale withdraw all or distribute at least thirty percent (30%) any part of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If from any Piggyback Registration or at any time prior to the effective date of such Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingRegistration.
Appears in 1 contract
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) if, at any time after giving written notice of its intention to register any securities and prior to the effectiveness of the Registration Statement filed in connection therewith, the Company shall determine for any reason not to register any such securities, the Company may, at its election, give written notice of such determination to each Holder who made a request as provided in this Section 1.4, and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligations under Section 1.5 hereunder), without prejudice, however, to the Registration Rights of Holders generally under this Agreement;
(ii) all Holders requesting to be included in the Company's registration must (A) sell their Registrable Securities to the underwriters of the offering on the terms and conditions provided in the underwriting arrangements approved by the Company, and (B) complete and execute all customary questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; and
(iii) if, at any time after a Holder gives written notice of its intention to register any Registrable Securities pursuant to this Section 1.4, a Registration Statement on Form S-8 is not declared effective within thirty (30) days of such written notice, such Holder shall, for a period of five (5) days following such thirty (30) day period, be entitled to withdraw such notice of its intention. All registrations requested by any Holder or other Holders pursuant to this Section 1.4 are referred to herein as "Piggyback Registrations."
(b) The Company shall not be obligated to effect any registration solely relating to an offering or sale to employees or directors of Registrable Securities under this Section 1.4 as a result of a registration of ordinary shares of the Company pursuant to any employee stock plan a registration statement (i) filed in connection with an offer, sale or other disposition of securities solely to employees of the Company or any subsidiary pursuant to an employee or similar benefit arrangement)plan, (ii) pursuant relating to a Registration Statement on Form S-4 (merger, acquisition or similar form that relates to a other transaction subject to of the type described in Rule 145 under the Securities Act or any a comparable or successor rule thereto(other than registrations and sales of ordinary shares of the Company for cash in connection with any such merger, acquisition or other transaction), or (iii) in connection with any dividend an exchange offer or distribution reinvestment or similar plan), whether for its own account or for the account an offering of one or more securities solely to existing stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)dividend reinvestment plans.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever For purposes of this Section 7, and without implication that the contrary would otherwise be true, the term "Company" shall include any successor to the Company, the term "Shares" shall include any securities of any such successor and the term "Executive Shares" shall include securities of any such successor issued in respect of Executive Shares. If, at any time or times, the Company proposes determines to register file with the offer SEC a registration statement covering any Shares to be issued or sold by the Company or CHS, other than Shares or other securities of the Company which are issuable in an offering (i) to directors and sale employees of the Company or its Subsidiaries pursuant to an employee stock option, bonus or other employee benefit plan, (ii) in connection with the acquisition of another company's business by the Company or any shares of its Common Stock under Subsidiaries (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction) or the Securities Act formation of a joint venture, (other than a registration (iiii) pursuant to a Registration Statement registration statement on Form S-8 (any form which limits the amount of securities which may be registered by the issuer and/or selling security holders or other registration solely relating to an offering or is not available for registering the Shares held by the Holders for sale to employees the public if and to the extent that such inclusion would make use of such form unavailable, or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (iiiv) pursuant to a Registration Statement on Form S-4 (which any Person selling such Shares or similar form that relates other securities has the contractual right to a transaction subject exclude "piggyback" registrations as to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account all holders of one or more stockholders of the Company, and the form of Registration Statement Shares (a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”Event"), the Company shall give prompt written notice (in any event no later than at least fifteen (15) days prior to the filing of such Registration Statementproposed registration statement) notify each Holder of Executive Shares in writing of the proposed registration statement, such notification to describe in detail the holders proposed registration (including those jurisdictions where registration is required under federal and/or state securities laws). If one or more of Registrable Securities such Holders requests the Company in writing, within ten (10) days of its intention the receipt of such notification from the Company, to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect statement any of such Holder's Executive Shares, then, subject to which the remaining provisions hereof, the Company has received written requests for inclusion from will use reasonable efforts to include those Executive Shares in the holders registration statement and to have the registration statement declared effective. If CHS's Shares are included in such registration statement, each Holder of Registrable Securities within five Executive Shares shall be entitled to include in such registration statement a whole number of Executive Shares up to the product of (5i) days after the Company’s notice has been given number of Executive Shares then owned by such Holder and (ii) a fraction, the numerator of which is the number of Shares held by CHS which are included in the contemplated registration, and the denominator of which is the number of Shares then owned by CHS. Each such request by a Holder of Executive Shares shall specify the number of Shares intended to be offered and sold by each such holder. A Piggyback Registration Holder, shall not be considered a Demand Registration express each such Holder's present intent to offer such Shares for purposes distribution, shall (subject to the provisions of Section 2. If any Piggyback Registration Statement pursuant to which holders 7(c)), if the Company or CHS has not arranged for a plan of Registrable Securities have registered distribution or other marketing arrangements for such distribution, describe the nature or method of the proposed offer and sale thereof and shall contain the undertaking of Registrable each such Holder to provide all such information and materials and take all such action as may be requested in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement. The Company, at its sole option, may elect not to proceed with the registration statement which is the subject of such notice. The obligations of the Company under this Section 7(a) are subject to the limitations, conditions and qualifications set forth in Section 7(b). If a Holder of Executive Securities decides not to include (or is a Registration Statement on Form S-3 precluded from including) all of his or her Executive Shares in any registration statement thereafter filed by the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”)Company, such holder(s) shall Holder will nevertheless continue to have the right, but not the obligationpursuant to this Section 7, to be notified of include Executive Shares in future Piggyback Events, all upon the terms and subject to participate the conditions as set forth in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)this Agreement.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf The obligation of the Company to use its reasonable efforts to cause Executive Shares to be registered under the 1933 Act pursuant to Section 7(a) above are subject to each of the following limitations, conditions and the managing underwriter advises qualifications:
(i) the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected shall be entitled to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion reduce the number of shares Executive Shares of Common Stock proposed any such Holder to be included in such registration or takedownif the managing underwriter(s) of a proposed public offering of the Company's securities advises the Company that, including in its opinion, (or, if the offering is not underwritten, upon the Company's reasonable determination that) inclusion of all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown Holder's requested Shares would adversely affect the price per share public offering of securities being sold by the Company.;the Company shall use reasonable efforts to cause the registration statement to remain current (including the filing of necessary supplements or post-effective amendments) during the period commencing on the initial effective date of such registration statement and ending on the date on which such registration statement shall have remained effective for ninety (90) days;
(ii) provided that the Company or CHS has not arranged for a plan of distribution and other marketing arrangements for such registration, it shall be a condition of the Common Stock right of a Holder to participate that it shall have arranged for a plan of distribution of its Shares which are to be registered and trade all pertinent marketing arrangements for such Shares. Any such plan and arrangements shall contemplate (i) a firm underwriting commitment, (ii) sales through a single broker-dealer (named in the registration statement as agent for such Holder pursuant to an agreement containing, without limitation, the agreement of such Holder not to offer or sell its Shares otherwise than through such broker-dealer unless and until such broker-dealer's authorization to sell the Shares has been terminated), or (iii) such other plan and arrangements as shall be approved by the Company. Notwithstanding the preceding sentence, if any securities to be sold in such offering, by the Company shall include in or CHS pursuant to such registration statement are to be sold on a firm commitment basis through underwriters, those Holders desiring to sell their Shares in the offering shall, at the request of the Company or takedown CHS, (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all sell their Shares on such holders on the basis of the number of Registrable Securities owned by each through such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; underwriters and (ii) secondcomplete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents consistent with the terms of this Agreement and reasonably required under the terms of such underwriting arrangements;
(iii) whenever the Company is required by the provisions of this Agreement to use its reasonable efforts to register Executive Shares under the Act, the shares Company will furnish to each participating Holder such number of Common Stock requested copies of any prospectus (including any preliminary or summary prospectus) as such Holder may reasonably request in order to effect the offering and sale of the Executive Shares to be included therein offered and sold by such Holder, but only while the Company is required under the provisions hereof to cause the registration statement to remain current;
(iv) the Company's obligations to use its reasonable efforts to effect registration of Executive Shares for Holders shall include such qualification under applicable state securities laws as may be necessary to enable the Holders on whose behalf such registration is to be effected to offer and sell the Executive Shares which are the subject matter of their requests; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process;
(v) all expenses incurred in connection with any registration or qualification pursuant to Section 7(a) above, including, without limitation, all SEC registration fees, state securities filing fees, printing expenses (excluding the printing of any agreements, memoranda or other documents pertaining solely to the sale of Executive Shares by Holders) and fees and disbursements of experts used by the Company in connection with such registration, shall, subject to requirements of any applicable regulatory agency, be borne by the Company. Each participating Holder (including CHS) shall bear the fees and disbursements of its own legal counsel, underwriting or brokerage discounts and commissions, and transfer taxes, on the sale of its Shares;
(vi) the Company may require, as a condition to fulfilling its obligations under the registration provisions of Section 7(a) of this Agreement, receipt of executed customary indemnification agreements in form reasonably satisfactory to the Company from the Holders whose Shares are to be registered, and the Holders may require, as a condition to fulfilling their obligations under the registration provisions of Section 7(a) of this Agreement, receipt of executed customary indemnification agreements from the Company and other participating holders of Common Stock, allocated among such holders Shares in such manner as they may agree.form reasonably satisfactory to the Holders whose Shares are to be registered;
(dvii) If the Company shall notify each participating Holder at any Piggyback Registration time when a prospectus relating to such Shares is required to be delivered under the Act, of the happening of any event which causes such prospectus as then in effect to contain an untrue statement of a material fact or Piggyback Shelf Takedown is initiated as to omit to state a primary underwritten offering on behalf material fact required to be stated therein or necessary to make the statements therein not misleading, and, if necessary in the reasonable judgment of counsel for the Company, the Company shall select will promptly prepare a supplement or amendment to such prospectus so that as thereafter delivered to the investment banking firm purchasers of such Shares, such prospectus will not contain any untrue statement of a material fact or firms omit to act as state a material fact necessary to make the statements therein not misleading;
(viii) each participating Holder, upon receipt of any notice of the happening of any event of the kind described in Section 7(b)(viii) hereof, will immediately discontinue disposition of the Shares until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 7(b)(viii) hereof or until such Holder is advised in writing by the Company that the use of the prospectus may be resumed, and, if so directed by the Company, such Holder will, or will request the managing underwriter or underwriters (if any) to, deliver to the Company all copies, other than permanent file copies then in such holder's possession, of the prospectus covering such Shares current at the time of receipt of such notice;
(ix) Executive agrees (i) to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event, in either case, as a result of which any prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Holder or omits or would omit to state any material fact regarding such Holder required to be stated therein or necessary to make the statements therein not misleading, and (ii) promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Holder, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and
(x) for purposes of this Agreement, the phrases "reasonable efforts" and "reasonable efforts to cause," when used with reference to efforts to be made by a party hereto or any of its affiliates shall not require such party or any of its affiliates to pay or transfer any money, property or other thing of value, shall require such party and its affiliates to act with all reasonable promptness and dispatch with respect thereto and shall require the other party and its affiliates to act with all reasonable promptness and dispatch and to cooperate in all material respects with the first party's efforts in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingtherewith.
Appears in 1 contract
Sources: Executive Securities Agreement (Houston Wire & Cable CO)
Piggyback Registration. (a) Whenever Subject to the terms and conditions hereof, whenever the Company proposes to register the offer and sale of any shares of its Common Stock equity securities under the Securities Act (other than a registration (i) pursuant to by the Company on a Registration Statement registration statement on Form S-4 or a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule forms thereto), or ) (iii) in connection with any dividend or distribution reinvestment or similar plana “Piggyback Registration”), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)others, the Company shall give each Shareholder prompt written notice thereof (in any event no later but not less than fifteen ten (1510) business days prior to the public filing by the Company with the SEC of any registration statement with respect thereto, provided that the Company shall not be required to deliver such notice prior to the a confidential submission or non-public filing of any registration statement with the SEC). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such Registration Statementregistration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) to and a reasonable estimate by the holders Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Shareholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of its intention to effect by such Piggyback Seller, and may condition the sale of such Registrable Securities on a registration andprice range) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to Section 3(b) the terms and Section 3(c)conditions of this Agreement, shall include in use its commercially reasonable efforts to cause all such registration all Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities Piggyback Registration on the same terms and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds conditions as the number of shares of Common Stock which can be Company’s equity securities being sold in such offering and/or that Piggyback Registration (whether for the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share account of the Common Stock to be sold in such offering, Company or for the Company shall include in such registration or takedown (i) first, the shares account of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownothers).
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
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Piggyback Registration. (a) Whenever At any time after the Closing if, other than pursuant to Sections 2.1 and 2.2, the Company proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement (ia) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)▇-▇, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act ▇▇▇▇ ▇-▇ or any successor rule forms thereto), or (iiib) filed solely in connection with any employee benefit or dividend reinvestment plan (c) for the purpose of effecting a rights offering relating to the Common Stock, (d) on Form S-3 (universal shelf) to register on an unallocated and continuous basis the primary offering of securities by the Company or distribution reinvestment or similar plan)(e) the registration statement on Form S-1 (registration no. 333-201644) initially filed on January 22, whether for its own account 2015) or for the account of one or more stockholders any of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)its security holders, the Company shall will give prompt to the Investor Parties written notice (in any event no later than of such filing at least fifteen (15) days prior to the anticipated filing of such Registration Statement) date (the “Piggyback Notice”). The Piggyback Notice shall offer the Investor Parties the opportunity to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration statement the number of Registrable Securities (for purposes of this Section 2.3, “Registrable Securities” shall be deemed to mean solely securities of the same type and class as those proposed to be offered by the Company for its own account) as it may request (a “Piggyback Registration”). Subject to Section 2.3(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities therein within five seven (57) days after the Company’s notice has been given to each such holderthe Investor Parties. A The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration shall not be considered for a Demand Registration for purposes period of Section 2. If any Piggyback 360 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)actually been sold.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf any of the Company and securities to be registered pursuant to the managing underwriter advises registration giving rise to the Company and Investor Parties’ rights under this Section 2.3 are to be sold in an underwritten offering, the holders of Investor Parties shall be permitted to include all Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed requested to be included in such registration or takedown, including all Registrable Securities in such offering on the same terms and all conditions as any other shares of Common Stock proposed to be Capital Stock, if any, of the Company included in therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering, exceeds offering advise the number of shares of Common Stock which can be sold Investor Parties in such offering and/or writing that it is their good faith opinion that the total number or dollar amount of shares of Common Stock Registrable Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, together with all Other Securities that the Company shall and any other Persons having rights to participate in such registration intend to include in such registration offering, exceeds the total number or takedown dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:
(i) first, the shares of Common Stock that all Other Securities being sold by the Company proposes or by any Person (other than the Investor Parties) exercising a contractual right to selldemand registration pursuant to which such registration statement was filed; and
(ii) second, the shares of Common Stock requested to be included therein by among any other holders of Registrable SecuritiesSecurities or Other Securities requesting such registration, allocated pro rata among all such holders rata, based on the basis of the aggregate number of Registrable Securities owned and Other Securities Beneficially Owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownholder.
(c) If a Piggyback The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of the related Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, Statement and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed shall have no obligation to be included in such registration or takedown, including all register any Registrable Securities and all other shares of Common Stock proposed in connection with such registration, except to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeextent provided herein.
(d) If Each Investor Party shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf by giving written notice to the Company of its request to withdraw at least two (2) Business Days prior to the planned effective date of the Companyrelated Registration Statement. Notwithstanding Section 2.4, the Company shall select not be required to pay for the investment banking firm or firms to act as the managing underwriter or underwriters expenses of any Investor Party in connection with any registration proceeding begun pursuant to this Section 2.3 from which the Investor Parties has subsequently withdrawn pursuant to this Section 2.3(d), unless such offering. Each holder of Registrable Securities proposing Investor Party’s withdrawal is based upon material adverse information concerning the Company that the Company had not publicly disclosed at least two (2) Business Days prior to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for ’s delivery of such underwritingPiggyback Notice.
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Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 30 days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b1(b) and Section 3(c)0, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) 15 days after the Company’s notice has been given to each such holder. A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2at any time in its sole discretion. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-4, S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), form thereto or (iii) in connection with any dividend or distribution reinvestment or similar plananother form not available ▇▇▇ ▇egistering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”"PIGGYBACK REGISTRATION"), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(bSECTION 3(B) and Section 3(cSECTION 3(C), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five twenty (520) days after the Company’s 's notice has been given to each such holder. A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If at any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate time in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)its sole discretion.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities), allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever If the Company Purchaser proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating with respect to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan)Purchaser Shares, whether or not for sale for its own account and whether or for not an underwritten offering or an underwritten registration, then the account Purchaser shall give prompt written notice of one or more stockholders of such filing no later than ten (10) Business Days prior to the Company, and filing date (the form of Registration Statement (a “Piggyback Registration StatementNotice”) to the Holders. The Piggyback Notice shall offer such Holders the opportunity to include (or cause to be used included) in such registration statement the number of Eligible Securities as each such Holder may be used for any registration of Registrable Securities request (each, a “Piggyback Registration”). If any written requests for inclusion therein (each, a “Piggyback Request”) are delivered to the Company Purchaser within ten (10) Business Days after notice has been given to the applicable holder, then the Purchaser shall include all Eligible Securities specified in such a Piggyback Request in any such registration statement filed by the Purchaser (it being understood that the Purchaser shall have no obligation to file any such registration statement as a result of the receipt of any Piggyback Request). Notwithstanding the foregoing, if the Purchaser proposes to file such a registration statement prior to the date that is ten (10) Business Days after the date of this Agreement, then the Purchaser shall give prompt written notice (in any event no later than fifteen (15) days the Piggyback Notice as soon as reasonably practicable prior to the filing of such Registration Statement) registration statement and the Seller shall coordinate with the Holders to deliver any Piggyback Request as promptly as reasonably practicable and prior to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)expected filing date.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Cantel Medical Corp)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 30 days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) 15 days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least 50% of the securities to be included in any such registration or takedown.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Abraxas Petroleum Corp)
Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time the Company proposes to register the offer and sale of any shares of its Common Stock files a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities of the Company that are not Registrable Securities (such Common Stock and other equity securities collectively, “Other Securities”), whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (▇-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering any successor forms or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) filed solely in connection with any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account or for then the account Company shall use commercially reasonably efforts to give written notice of one or more stockholders such filing to the Shareholders (or, in the case of the CompanyMinority Shareholders, the Minority Shareholder Representative for distribution to the Minority Shareholders holding Registrable Securities) at least ten Business Days before the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Minority Shareholder Representative, the Shareholders and their respective Affiliates and representatives, and the form Minority Shareholder Representative and the Shareholders shall be responsible for breaches of Registration Statement (a “confidentiality by their respective Affiliates and representatives. The Piggyback Registration Statement”) Notice shall offer the Shareholders the opportunity to be used may be used for any include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as they may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior use its commercially reasonable efforts to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from the Shareholder Representative written requests for inclusion from therein within five Business Days following receipt of any Piggyback Notice by the holders Electing Shareholders (or, in the case of the Minority Shareholders, the Minority Shareholder Representative), which request shall specify the maximum number of Registrable Securities within five intended to be disposed of by the Electing Shareholders and the intended method of distribution. The Electing Shareholders (5) days after or, in the Company’s notice has been given case of the Minority Shareholders, the Minority Shareholder Representative), shall be permitted to each withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the registration statement relating to such holderPiggyback Registration. A No Piggyback Registration shall not be considered a Demand Registration for purposes count towards the number of Section 2. If demand registrations that the Minority Shareholders are entitled to make in any Piggyback Registration Statement period or in total pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”Section 2(b).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary any Other Securities are to be sold in an underwritten offering on behalf of pursuant to a registration statement under the Securities Act, (i) the Company and the managing underwriter advises or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their sole discretion and (ii) the holders of Electing Shareholders shall be permitted to include all Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed requested to be included in such registration in such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or takedown, including all Registrable Securities and all other shares of Common Stock proposed any third party to be included in such offering; provided, however, that if such offering involves an underwritten offeringoffering and the managing underwriter(s) of such underwritten offering advise the Company and the Minority Shareholder Representative in writing (a “Cutback Notice”) that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or dollar amount of shares of Common Stock which such securities that can be sold in such offering and/or that without having an adverse effect on the number price, timing or distribution of shares of Common Stock proposed the Registrable Securities to be so included together with all Other Securities, then there shall be included in any such registration firm commitment underwritten offering the number or takedown would adversely affect dollar amount of Registrable Securities and such Other Securities that in the price per share opinion of the Common Stock to such managing underwriter(s) can be sold in without so adversely affecting such offering, the Company shall include in and such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Other Securities shall be entitled allocated for inclusion as follows: (A) to register the offer and sale or distribute at least thirty percent (30%) of extent such public offering is the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf result of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises registration initiated by the Company in writing that in its reasonable and good faith opinion (1) first, all Other Securities being sold by the number of shares of Common Stock proposed Company, (2) second, all Registrable Securities requested to be included in such registration or takedownby the Shareholders, including all pro rata, based on the number of Registrable Securities beneficially owned by such Shareholders and (3) third, all Other Securities of any holders thereof (other shares than the Company and the Electing Shareholders) requesting inclusion in such registration, pro rata, based on the number of Common Stock proposed Other Securities beneficially owned by each such holder of Other Securities; (B) to the extent such public offering is a Minority Priority Offering (1) first, all Minority Registrable Securities requested to be included in such underwritten offeringregistration by the Minority Shareholders, exceeds pro rata, based on the number of shares of Common Stock which can be sold in Registrable Securities beneficially owned by such offering and/or that the number of shares of Common Stock proposed Minority Shareholders, (2) second, all Majority Registrable Securities requested to be included in any such registration or takedown would adversely affect by the price per share Majority Shareholders who are Majority Shareholders, pro rata, based on the number of Registrable Securities beneficially owned by such Majority Shareholders (3) third all Other Securities being sold by the Common Stock to be sold Company, and (4) fourth all Other Securities of any holders thereof (other than the Company and the Electing Shareholders) requesting inclusion in such offeringregistration, pro rata, based on the Company shall include in number of Other Securities beneficially owned by each such registration or takedown holder of Other Securities; (iC) to the extent such public offering is the result of any Demand Registration initiated by any Electing Shareholder pursuant to Section 2 that is not a Minority Priority Offering (1) first, the shares of Common Stock all Registrable Securities requested to be included therein in such registration by the holder(s) requesting such registration or takedown and by the holders of Registrable SecuritiesElecting Shareholders, allocated pro rata among all such holders rata, based on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, Securities beneficially owned by such Electing Shareholders, (2) second all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein Other Securities being sold by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, and (4) fourth all Other Securities of any holders thereof (other than the Company shall select and the investment banking firm or firms to act as Electing Shareholders) requesting inclusion in such registration, pro rata, based on the managing underwriter or underwriters in connection with number of Other Securities beneficially owned by each such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingOther Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Standard Register Co)
Piggyback Registration. (a) 5.6.1. Whenever the Company proposes to register the offer and sale of any shares of its Class A Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen ten (1510) business days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) 5.6.2 and Section 3(c)5.6.3, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2at any time in its sole discretion. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) 5.6.2. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Class A Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Class A Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Class A Common Stock which can be sold in such offering and/or that the number of shares of Class A Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Class A Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Class A Common Stock that the Company proposes to sell; (ii) second, the shares of Class A Common Stock requested to be included therein by the parties of that certain Amended and Restated Registration Rights Agreement, dated June 16, 2022, by and among the Company and the other parties thereto, (iii) third, the shares of Class A Common Stock requested to be included therein by holders of Registrable SecuritiesSecurities hereunder, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iiiiv) thirdfourth, the shares of Class A Common Stock requested to be included therein by holders of Class A Common Stock other than the holders of Series A' Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) 5.6.3. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Class A Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Class A Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Class A Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Class A Common Stock which can be sold in such offering and/or that the number of shares of Class A Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Class A Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Class A Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Class A Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Class A Common Stock requested to be included therein by other holders of Class A Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the 5.6.4. The Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter any Piggyback Registration or underwriters selected for such underwritingPiggyback Shelf Takedown.
Appears in 1 contract
Sources: Subscription Agreement (Grove Collaborative Holdings, Inc.)
Piggyback Registration. If at any time after the Conversion Date, ---------------------- while any Registrable Shares of a Holder are outstanding (aor are not currently outstanding, but are issuable) Whenever and (except as otherwise permitted by Sections 9(b) and 10) a Registration Statement applicable to Holders under Sections 3A(a), 3A(b) or 3A(c) is not effective, the Company proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating any successor form to an offering such Form or sale to employees or directors of the Company pursuant to in connection with any employee stock plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)form to such Form or in connection with an exchange offer, or (iii) in connection with any dividend a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or distribution reinvestment its subsidiaries, or similar plan(v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether for its own account or for the account accounts of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)other Holders, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer the Holders the opportunity to register such amount of such Registration Statement) Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the holders provisions of Registrable Securities of its intention to effect such a registration and---------------------- Section 4 below, subject to Section 3(b) and Section 3(c), the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith all Registrable Securities with respect to Shares for which the Company has received written requests for inclusion therein from the holders of Registrable Securities Holders within five twenty (520) calendar days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders. A Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time prior to the effective date of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) Registration. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriter advises the Company and that the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the total number of shares of Common Stock proposed Shares requested to be included in such registration or takedown, including all Registrable Securities by the Holders and all other shares of Common Stock proposed to be included in such underwritten offering, holders under similar registration rights agreements exceeds the number of shares of Common Stock which Shares that can be sold in such offering and/or that without impairing the number pricing or other commercial practicality of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall will include in such registration or takedown in the following priority: (i) first, the shares of all Common Stock that Shares the Company proposes to sell; , (ii) second, up to the shares full number of applicable Common Stock Shares requested to be included therein in such registration by any holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among the Company and such holders, and (iii) third, up to the full number of applicable Registrable SecuritiesShares requested to be included in such registration by any Holders and any other holders under similar registration rights agreements with the Company which, in the case of this clause (iii), in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with, to the extent necessary, Registrable Shares allocated pro rata among all the Holders --- ---- and such other holders on the basis of the total number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock Shares requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) holders). If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder any registration under this Section 3A(d), the Common Shares to be registered will be distributed by or through one or more underwriters, then the Company will make reasonable efforts, upon the request of any Holder requesting registration of Registrable Securities proposing Shares under this Section 3A(d), to distribute their arrange for such underwriters to include the Registrable Securities Shares of such Holder among the Shares to be distributed by or through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingunderwriters.
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (Boston Properties Inc)
Piggyback Registration. If (abut without any obligation to do so) Whenever the Company proposes to register (including for this purpose a registration effected by the offer and sale of Company for stockholders other than the Investors) any shares of its Common Stock stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock option, stock purchase or other stock-based compensation arrangement to the extent includable on Form S-8 (or similar or successor form), or a registration relating solely relating to an offering or sale to employees or directors a transaction under Rule 145 of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement Securities Act on Form S-4 (or similar form that relates to or successor form) or a transaction subject to Rule 145 under registration in which the Securities Act only Common Stock being registered is Common Stock issuable upon conversion of debt securities or any successor rule thereto), Common Stock comprising part of a unit or (iii) otherwise sold in connection with any dividend the issuance or distribution reinvestment sale of debt securities which are also being registered) (each such registration not withdrawn or similar plan), whether for its own account or for abandoned prior to the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (effective date thereof being herein called a “Piggyback Registration”), the Company shall shall, at such time, promptly give prompt each Holder of Registrable Securities written notice (in any event no of such registration not later than fifteen forty-five (1545) days prior to the anticipated filing date of such Registration Statement) to Piggyback Registration. Upon the holders written request of each Holder of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities given within five twenty (520) days after the Company’s delivery of such notice has been given by the Company in accordance with Section 18, the Company shall, subject to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes the provisions of Section 2. If any Piggyback Registration Statement pursuant 8, use commercially reasonable efforts to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering cause to be made on a delayed or continuous basis pursuant to Rule 415 registered under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf all of the Company and the managing underwriter advises the Company and the holders Registrable Securities that each such Holder of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock has requested to be included therein by holders registered. The Company shall have no obligation under this Section 3 to make any offering of Registrable Securitiesits securities, allocated pro rata among all such holders on the basis or to complete an offering of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested its securities that it proposes to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders make. Any selling Holder of Registrable Securities shall be entitled permitted to register the offer and sale withdraw all or distribute at least thirty percent (30%) any part of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If from any Piggyback Registration or at any time prior to the effective date of such Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingRegistration.
Appears in 1 contract
Sources: Registration Rights Agreement (Sports Entertainment Enterprises Inc)
Piggyback Registration. (a) Whenever If the Company at any time proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating with respect to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether securities for its own account or for the account of one another Person (other than a registration statement on Form S-4 or more stockholders S-8 (or any substitute form that may be adopted by the Commission) and other than a Demand Registration hereunder), the Company shall give written notice of such proposed filing to the Holders at the address set forth in the share register of the CompanyCompany as soon as reasonably practicable (but in no event less than 15 days before the anticipated date on which such registration will be first filed with the Commission), undertaking to provide each Holder the opportunity to register on the same terms and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration conditions such number of Registrable Securities as such Holder may request (a “Piggyback Registration”). Each Holder will have ten (10) days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be a request for a Demand Registration); provided that should a Holder fail to provide timely notice to the Company, such Holder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering. In the event that the registration statement is filed on behalf of a Person other than the Company, the Company will use all commercially reasonable efforts to have the shares of Registrable Securities that the Holders wish to sell included in the registration statement. If the Company shall determine in its sole discretion not to register or to delay the proposed offering, the Company shall give prompt provide written notice (in any event no later than fifteen (15) days prior of such determination to the filing Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registration Statement) to the holders of Registrable Securities in connection therewith, and (ii) in the case of its intention a determination to effect such delay a registration and, subject to Section 3(b) and Section 3(c)proposed offering, shall include in thereupon be permitted to delay registering such registration all Registrable Securities with for the same period as the delay in respect to which of the proposed offering. As between the Company has received written requests for inclusion from and the holders of Registrable Securities within five (5) days after Selling Holders, the Company’s notice has been given Company shall be entitled to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If select the Underwriters in connection with any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Registration.
(b) If the managing Underwriters in a Piggyback Registration give written advice to the Company that the inclusion of a portion or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf all of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such the Piggyback Registration or Piggyback Shelf Takedowncould reasonably be expected to cause a Material Adverse Effect, then: (i) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall will be entitled to include in such registration or takedown (i) first, the shares that number of Common Stock securities that the Company proposes to selloffer and sell for its own account in such registration and which would not have a Material Adverse Effect; (ii) second, the shares Company will be entitled to include in such registration that number of Common Stock requested securities that the Company is required to include on behalf of any Person(s) on whose behalf such registration was filed pursuant to the demand rights of such Person(s) and which would not have a Material Adverse Effect (“Demand Holder”); (iii) the Company will be included therein by holders obligated to include in such Piggyback Registration that number of Registrable SecuritiesSecurities that are requested by Selling Holders and which does not exceed the difference between the maximum number of shares that the Underwriter determines can be offered in such Piggyback Registration without a Material Adverse Effect (“Underwriters’ Maximum Number”) and the number of Registrable Securities that the Company is entitled under clauses (i) and (ii) above to include in such registration, and such number of Registrable Securities will be allocated pro rata among all such holders on Selling Holders; and (iv) if the basis Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities owned by each such holder or that the Company is obligated to include in such manner as they may otherwise agree; registration for the account of Selling Holders and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares securities that the Company proposes to offer and sell for its own account in such Piggyback Registration, then the Company may include in such Piggyback Registration that number of Common Stock proposed to other securities that Persons other than Selling Holders have requested be included in such registration or takedownand which is not greater than such excess; provided, including all Registrable Securities and all other shares however, that any time during the one year period following the date of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringthis Agreement, the Company Holders shall include in such registration or takedown (ibe treated as Demand Holders under Section 2.2(b)(ii) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeabove.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Investor Rights Agreement (Superior Consultant Holdings Corp)
Piggyback Registration. (a) Whenever the Company If Issuer proposes to register the offer and sale file a registration statement relating to an offering of Common Stock by Issuer or any shares holder of its Common Stock under the Securities Act securities (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement statement on Form S-4 (or similar S-8 or any successor form that relates for securities to be offered in a transaction subject of the type referred to in Rule 145 under the Securities Act or of stock issued to employees of Issuer pursuant to any successor rule thereto)employee benefit plan, or (iiirespectively) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities Common Stock (a “Piggyback Registration”), the Company Issuer shall give prompt written notice to Buyer at least twenty (in any event no later than fifteen (1520) days prior to before the initial filing with the SEC of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a piggyback registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto statement (a “Piggyback Shelf Registration Statement”), such holder(s) which notice shall have set forth the right, but not intended method of disposition of the obligation, securities proposed to be notified registered (which, if the Piggyback Registration is to relate to an underwritten offering, must be for inclusion in the underwritten offering). The notice shall offer to include in such filing such shares of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Subject Securities as Buyer may request.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Buyer desires to have any Subject Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) registered under this Section 4.2, Buyer shall advise Issuer in writing that in its reasonable and good faith opinion within ten (10) days after the number date of shares receipt of Common Stock proposed to be included in such offer from Issuer, setting forth the amount of such Subject Securities for which registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company is requested. Issuer shall thereupon include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of filing the number or amount of Registrable Subject Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) thirdfor which registration is so requested, the shares of Common Stock requested subject to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable SecuritiesSection 4.3(b), and shall use all reasonable efforts to effect registration of such Subject Securities under the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeAct.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Investor's Rights and Standstill Agreement (China Minsheng Banking Corp., Ltd.)
Piggyback Registration. (a) Whenever From and after the Company Closing whenever the Corporation initially proposes to register the offer and sale of any shares of its Common Stock securities under the Securities Act for its own account in connection with the public offering of such securities solely for cash (other than a registration (ia) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company Corporation pursuant to any employee stock plan or other employee benefit arrangement), (iib) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iiic) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, ) and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities Shares (a “Piggyback Registration”), the Company Corporation shall give prompt written notice (in any event no later than fifteen thirty (1530) days prior to the filing of such Registration Statement) to the holders of Registrable Securities Shares of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities Shares with respect to which the Company Corporation has received written requests for inclusion from the holders of Registrable Securities Registration Stockholders within five twenty (520) days after the CompanyCorporation’s notice has been given to each such holder. A Any Registration Stockholder shall have the right to withdraw such Registration Stockholder’s request for inclusion of his, her or its Registrable Securities in any Piggyback Registration shall not be considered a Demand statement pursuant to this Section 6.2 by giving written notice to the Corporation of such withdrawal prior to the effective time of the applicable Registration for purposes of Section 2Statement. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities Registration Stockholders have registered the offer and sale of Registrable Securities Shares is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”)thereto, such holder(sRegistration Stockholder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable SecuritiesStatement, and the managing underwriter advises Corporation shall give prompt written notice thereof to the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offeringStockholder(s). Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.‑26‑
Appears in 1 contract
Sources: Stockholders Agreement (United Insurance Holdings Corp.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of or sell any shares of its Common Stock Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 ▇-▇, ▇-▇ (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders shareholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen ten (1510) business days prior to either the filing of such Registration Statement or, with respect to a Piggyback Shelf Takedown, the filing of a prospectus supplement to the applicable Piggyback Shelf Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such holder. The Company agrees to use its good faith efforts to provide advance notice as soon as reasonably practicable to the holders of Registrable Securities of its intention to effect a Piggyback Registration; provided, however, that the Company shall not be obligated hereby to provide any such advance notice (other than the advance notice set forth in the first sentence of this Section 3(a)) and, if provided, such advance notice shall not be binding in any respect. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 ▇-▇, ▇-▇ or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, right to be notified of and to participate (it being specified that it shall not be obligated to participate) in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock Equity Securities which can be sold in such offering and/or that the number of shares of Common Stock Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock Equity Securities to be sold in such offering, the Company shall include in such registration or takedown takedown: (i) first, the shares of Common Stock Equity Securities that the Company proposes to sell; (ii) second, the shares of Common Stock Equity Securities requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities then owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock Equity Securities requested to be included therein by holders of Common Stock Equity Securities other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock Equity Securities other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock Equity Securities which can be sold in such offering and/or that the number of shares of Common Stock Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock Equity Securities to be sold in such offering, the Company shall include in such registration or takedown takedown: (i) first, the shares of Common Stock Equity Securities requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock Equity Securities other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, then owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock Equity Securities requested to be included therein by other holders of Common StockEquity Securities, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall, subject to the prior written consent of the holders of a majority of the Registrable Securities included in such Piggyback Registration or Piggyback Shelf Takedown, which consent shall not be unreasonably withheld or delayed, select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Business Combination Agreement (Austerlitz Acquisition Corp I)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders shareholders of the Company, Company and the form of Registration Statement (a “"Piggyback Registration Statement”") to be used may be used for any registration of Registrable Securities (a “"Piggyback Registration”"), the Company shall give prompt written notice (in any event no later than fifteen (15) 20 calendar days prior to the filing of such Registration Statement) to the holders of Registrable Securities Investor of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities Investor within five (5) 10 calendar days after the Company’s 's notice has been given to each the Investor. In the event the Company also receives written requests for inclusion of registrable securities in such holderRegistration Statement pursuant to the terms of one or more registration rights agreements that pre-date this Agreement between the Company and certain stockholders party thereto (each, a “Preferred Agreement”), then the Company shall include in such Registration Statement a number of shares sufficient to satisfy the requests for inclusion made pursuant to both this Agreement and any Preferred Agreement. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have the Investor has registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “"Piggyback Shelf Registration Statement”"), such holder(s) the Investor shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “"Piggyback Shelf Takedown”").
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities Investor (if any holders of Registrable Securities have the Investor has elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agreeInvestor; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities Investor shall be entitled to register the offer and sale or distribute at least thirty percent (30%) 40% of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securitiesthe Investor, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares share of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable SecuritiesInvestor, allocated pro rata among all such holders requesting registration and the Investor on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders Securities or in such manner as they may otherwise agree; agree and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder .
(e) The Company may postpone or withdraw the filing or the effectiveness of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement a Piggyback Registration at any time in customary form with the underwriter or underwriters selected for such underwritingits sole discretion.
Appears in 1 contract
Piggyback Registration. (a) Whenever 4.1. If at any time during the term of this Agreement the Company proposes to register (including for this purpose a registration effected by the offer and sale Company for shareholders of any shares of its Common Stock the Company other than the Holders) securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with the public offering solely for cash on Forms S-1 or S-3 (or any dividend replacement or distribution reinvestment or similar plansuccessor forms), whether for its own account or for the account Company shall promptly give each Holder written notice of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any such registration of Registrable Securities (a “Piggyback Registration”). Upon the written request of each Holder given within 20 days following the date of such notice, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed cause to be included in such registration or takedown, including statement and use its reasonable best efforts to be registered under the Securities Act all the Registrable Securities and all other shares of Common Stock proposed to be included in that each such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company Holder shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock have requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on registered. The Company shall have the basis of the number of Registrable Securities owned by each such holder absolute right to withdraw or cease to prepare or file any registration statement for any offering referred to in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested this Section 3 without any obligation or liability to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownHolder.
(c) 4.2. If a Piggyback Registration the Underwriters’ Representative or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises Agent shall advise the Company in writing that (with a copy to each Selling Holder) that, in its reasonable and good faith opinion opinion, the number amount of shares of Common Stock proposed Registrable Securities requested to be included in such registration would materially adversely affect such offering, or takedownthe timing thereof, including then the Company will include in such registration, to the extent of the amount and class which the Company is so advised can be sold without such material adverse effect in such offering: first, all Registrable Securities and all other shares of Common Stock securities proposed to be sold by the Company for its own account; and second, all other securities being registered pursuant to the exercise of contractual rights comparable to the rights granted in Section 2, Section 3 or Section 4, pro rata based on the estimated gross proceeds from the sale thereof; provided, however, that the Registrable Securities that have been requested to be registered shall not be reduced below 40% of the shares included in such underwritten offeringregistration unless such action is necessary to avoid a material adverse effect on the Company taken as a whole.
4.3. The Company shall be obligated to effect no more than three Piggyback Registrations pursuant to this Section 4.
4.4. If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 2, exceeds the number of shares of Common Stock which can be sold in Section 3 or this Section 4, and if such offering and/or that the number of shares of Common Stock proposed to be included in any such previous registration has not been withdrawn or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringabandoned, the Company shall include in such registration need not file or takedown (i) first, the shares of Common Stock requested cause to be included therein by effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the holder(s) requesting such registration Securities Act (except on Form S-3 or takedown and by any successor form), whether on its own behalf or at the request of any holder or holders of Registrable Securitiessuch securities, allocated pro rata among all until a period of 180 days has elapsed from the effective date of such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeprevious registration.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Metro One Telecommunications Inc)
Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time the Company proposes files a registration statement under the 1933 Act with respect to register the offer and sale an offering of any shares of its Common Stock under or other equity securities of the Securities Act Company (such Common Stock and other equity securities collectively, “Other Securities”), including, for the avoidance of doubt, any registration statement filed in response to TRowe’s demand for a Underwritten Offering pursuant to Section 3 of the TRowe Registration Rights Agreement (“TRowe Demand Registration”), and whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (▇-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)successor forms, (ii) the Form S-3 registration statement to be filed pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), Prism Merger Agreement or (iii) filed solely in connection with any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account then the Company shall promptly give written notice of such filing to the Investors, which notice shall be given, to the extent reasonably practicable, no later than ten (10) Business Days before the anticipated filing or for launch date (except in the account case of an offering that is an “overnight offering,” in which case such notice must be given no later than one (1) Business Day prior to the filing or more stockholders of launch date) (the Company“Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Investors and their respective Affiliates and representatives, and the form Investors shall be responsible for breaches of Registration Statement (a “confidentiality by their respective Affiliates and representatives in their capacity as such. The Piggyback Registration Statement”) Notice shall offer each Investor the opportunity to be used may be used for any include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as such Investor may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from an Electing Investor a written requests request for inclusion from the holders of Registrable Securities therein within five (5) days after Business Days following receipt of any Piggyback Notice by such Electing Investor (but in any event not later than one (1) Business Day prior to the Company’s notice has been given to each such holder. A filing date of a Piggyback Registration and, except in the case of an offering that is an “overnight offering,” not later than one (1) Business Day following receipt of such notice), which request shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders specify the maximum number of Registrable Securities have registered intended to be disposed of by such Electing Investor and the offer intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 6 applies unless the Electing Investors shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities (except in the case of an offering that is an “overnight offering,” in which case such notice must be given no later than one (1) Business Day prior to the filing or launch date). Except in the case of an offering that is an “overnight offering,” the Electing Investors shall be permitted to withdraw all or part of the Registrable Securities is from a Piggyback Registration Statement on Form S-3 or at any time at least two (2) Business Days prior to the then appropriate form for an offering effective date of the registration statement relating to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Registration.
(b) If a Piggyback Registration any Other Securities are to be sold in an underwritten offering, (i) the Company or Piggyback Shelf Takedown is initiated as a primary underwritten other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering on behalf in their discretion and (ii) to the extent such Other Securities are of the Company and same class as the managing underwriter advises Registrable Securities, the Company and the holders of Electing Investors shall be permitted to include all Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed requested to be included in such registration in such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or takedown, including all Registrable Securities and all other shares of Common Stock proposed any third party to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, however, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any if such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as offering involves an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises underwriter(s) of such underwritten offering advise the Company in writing that in its reasonable and it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of shares Registrable Securities and such Other Securities that in the good faith opinion of Common Stock proposed such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (A) first, all Other Securities being sold by the Company for its own account; (B) second, and only if all the securities referred to in clause (A) have been included, all Registrable Securities requested to be included in such registration or takedownby the Electing Investors, including pro rata, based on the number of Registrable Securities beneficially owned by such Electing Investors; and (C) third, and only if all the securities referred to in clause (B) have been included, all Other Securities of any holders thereof (other than the Company and the Electing Investors) requesting inclusion in such registration, pro rata, based on the number of Other Securities beneficially owned by each such holder of Other Securities; provided, however that in the event of a Piggyback Registration in connection with a TRowe Demand Registration, such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (w) first, all Registrable Securities and all other shares of Common Stock proposed requested to be included in such underwritten offeringregistration by TRowe; (x) second, exceeds and only if all the number of shares of Common Stock which can be sold securities referred to in such offering and/or that the number of shares of Common Stock proposed clause (w) have been included, all Registrable Securities requested to be included in any such registration or takedown would adversely affect by the price per share Electing Investor; (y) third, and only if all the securities referred to in clause (x) have been included, Other Securities being sold by the Company for its own account; and (z) fourth, and only if all the securities referred to in clause (y) have been included, all Other Securities of any holders thereof (other than the Common Stock to be sold Electing Investors and the Company) requesting inclusion in such offeringregistration, the Company shall include in such registration or takedown (i) firstpro rata, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders based on the basis of the number of shares of Common Stock other than the Registrable Other Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, beneficially owned by all each such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingOther Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Par Technology Corp)
Piggyback Registration. (a) Whenever If, at any time during the Effective Period, the Company proposes to register the offer and sale any of any its shares of its Common Stock for sale under the Securities Act (other than Act, except as otherwise described in Section 1.1 hereof, whether or not for sale for the Company's own account, on a form and in a manner that would also permit registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or of Registrable Shares for sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)Act, the Company shall give prompt written notice to the Investor of the Company's intention to effect such registration at least thirty (in any event no later than fifteen (1530) days prior to the anticipated filing of such Registration Statementregistration statement. If, within twenty (20) days after the giving of such notice by the Company, the Investor shall deliver to the holders Company a written request specifying the number of Registrable Securities Shares such Investor desires to offer and sell, and the intended disposition thereof, the Company shall use its commercially reasonable best efforts to effect the registration of all such Registrable Shares that the Company has been requested to register, provided:
(i) if, at any time after giving written notice of its intention to effect register any securities and prior to the effectiveness of the registration statement filed in connection therewith, the Company shall determine for any reason not to register any such a securities, the Company may, at its election, give written notice of such determination to the Investor, and thereupon the Company shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligations under Section 1.4 hereunder), without prejudice, however, to the Registration Rights of the Investor generally under this Section 1; and,
(ii) subject to the provisions of Section 3(b) and Section 3(c)1.6 hereof, shall include in if such registration all involves an underwritten public offering, the Investor must sell its Registrable Securities with respect Shares to which the underwriters selected by the Company has received written requests for inclusion from on the holders of Registrable Securities within five (5) days after same terms and conditions as are applicable to the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated The Company shall not be obligated to effect any registration of Registrable Shares under this Section 1.3 as a primary underwritten offering on behalf result of the Company and the managing underwriter advises the Company and the holders registration of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter mergers, acquisitions, exchange offers, dividend reinvestment plans or underwriters selected for such underwritingoption or other employee benefit plans.
Appears in 1 contract
Sources: Registration Rights Agreement (Checkfree Holdings Corp \Ga\)
Piggyback Registration. (ai) Whenever If the Company proposes to register (including for this purpose a registration effected by the offer and sale of Company for stockholders other than the Investor) any shares of its Common Stock stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration (i) pursuant statement relating either to a Registration Statement on Form S-8 (or other registration solely relating to an offering or the sale of securities to employees or directors of the Company pursuant to any employee a stock option, stock purchase or similar plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to an SEC Rule 145 under transaction, a registration on any form which does not include substantially the Securities Act or any successor rule thereto), or (iii) same information as would be required to be included in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for a registration statement covering the account of one or more stockholders sale of the Company, and Shares or a registration in which the form only Common Stock being registered is Common Stock issuable upon conversion of Registration Statement (a “Piggyback Registration Statement”debt securities which are also being registered) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall shall, at such time, promptly give prompt the Investor written notice of such registration. Upon the written request of the Investor given within twenty (in any event no later than fifteen (1520) days prior to the filing after mailing of such Registration Statement) to notice by the holders of Registrable Securities of its intention to effect such a registration andCompany, the Company shall, subject to the provisions of Section 3(b) and Section 3(c2(e), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering cause to be made on a delayed or continuous basis pursuant to Rule 415 registered under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf all of the Company and Shares that the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed Investor has requested to be included in such Piggyback Registration. The Company shall pay the expenses of any such Piggyback Registration as set forth in Section 2(g) hereof. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2(b) prior to the effectiveness of such registration whether or takedown, including all Registrable Securities and all other shares of Common Stock proposed not the Investor has elected to be included include Shares in such underwritten offeringregistration. The expenses of such withdrawn registration shall be borne by the Company.
(ii) In the event that the Investor elects to participate in a Piggyback Registration that is effected by the Company for a stockholder of the Company other than the Investor, exceeds the number Investor agrees to consider in good faith waiving its rights to participate in such Piggyback Registration if the Company informs the Investor of shares its good faith opinion that the inclusion of Common Stock which can be sold the Shares in such offering and/or that would be detrimental to the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever From and after the Company Registration Date, whenever the Corporation initially proposes to register the offer and sale of any shares of its Common Stock Shares under the Securities Act for its own account in connection with the public offering of such securities solely for cash (other than a registration (ia) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company Corporation pursuant to any employee stock plan or other employee benefit arrangement), (iib) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iiic) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, ) and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities Shares (a “Piggyback Registration”), the Company Corporation shall give prompt written notice (in any event no later than fifteen thirty (1530) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion from the holders of Registrable Securities Registration Equityholders within five ten (510) days after the CompanyCorporation’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities Registration Equityholders have registered the offer and sale of Registrable Securities Shares is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”)thereto, such holder(s) Registration Equityholders shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If Statement, and the Corporation shall give prompt written notice thereof to the Registration Equityholders. With respect to a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownRegistration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company LSC Parent shall include in such registration or takedown Piggyback Registration, (iA) first, the shares of Common Stock Shares that the Company LSC Parent proposes to sellsell for its own account; (iiB) second, the shares of Common Stock requested Registrable Securities that the Registration Equityholders propose to be included therein by holders of Registrable Securitiessell, allocated pro rata among all such holders Registration Equityholders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they the Registration Equityholders may otherwise agree; and (iiiC) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securitiesthe Registration Equityholders, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all each such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeholder.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (LSC Communications, Inc.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen twenty (1520) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five ten (510) days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and have the right to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or without adversely affecting the marketing of the offering or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the number of shares of Common Stock that the DM_US 77406198-2.088627. 0010 Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by the holders of Registrable Securities and any holders of securities who have registration rights pari passu with the holders of the Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities shares of Common Stock owned by each such holder (on a fully diluted as converted basis) or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities and holders of securities who have registration rights pari passu with the holders of the Registrable Securities), allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or without adversely affecting the marketing of the offering or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and takedown; (ii) second, the number of shares requested to be included therein by the holders of Registrable Securities and any holders of securities who have registration rights pari passu with the holders of the Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities owned by each such holder (on a fully diluted, diluted as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; (iii) third, the number of shares of Common Stock that the Company proposes to sell; and (iiiv) secondfourth, the number of shares of Common Stock requested to be included therein by other holders of Common StockStock (other than holders of Registrable Securities and holders of securities who have registration rights pari passu with the holders of the Registrable Securities), allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Kingsway Financial Services Inc)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 30 days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) 20 days after the Company’s 's notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (AMERICAN POWER GROUP Corp)
Piggyback Registration. (a) Whenever the Company Corporation proposes to register the offer and sale of any shares of its Common Stock under the Securities Act Shares (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company Corporation pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan, or (iv) in respect of which a Registration Statement is used and the form of such Registration Statement may not be used for any registration of Registrable Securities), whether for its own account or for the account of one or more stockholders shareholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)Corporation, the Company Corporation shall give prompt written notice (in any event no later than fifteen five (155) days Business Days prior to the filing of such Registration Statement) Statement to the holders of Registrable Securities Pre-IPO Holders of its intention to effect such a registration and, subject to Section 3(b2.2(b) and Section 3(c2.2(c), shall include in such registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion from the holders of Registrable Securities Pre-IPO Holders (the “Piggyback Registration”) within five (5) days Business Days after the Company’s notice has been given to receipt by each such holderholders of a written notice of the Corporation (or such shorter period as may be reasonably requested under the circumstances in connection with an underwritten offering, provided such period is at least 24 hours). A The Corporation may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. For the avoidance of doubt, a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)2.1.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company Corporation and the managing underwriter advises the Company Corporation and the holders of Registrable Securities Pre-IPO Holders (if any holders of Registrable Securities Pre-IPO Holders have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock Registrable Securities proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock Shares proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock Registrable Securities which can be sold in such offering and/or that the number of shares of Common Stock Registrable Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock security to be sold in such offering, the Company Corporation shall include in such registration or takedown (i) first, the shares of Common Stock Registrable Securities that the Company Corporation proposes to sell; (ii) second, the shares of Common Stock Registrable Securities requested to be included therein by holders of Registrable Securitiesthe applicable Pre-IPO Holders, allocated pro rata among all such holders Pre-IPO Holders on the basis of the number of Registrable Securities owned by each such holder Pre-IPO Holder over the total number of Registrable Securities owned by such Pre-IPO Holders or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock Shares requested to be included therein by holders of Common Stock Shares other than holders of Registrable SecuritiesPre-IPO Holders, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock Shares other than Registrable Securities, and the managing underwriter advises the Company Corporation in writing that in its reasonable and good faith opinion the number of shares of Common Stock Shares proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock Shares proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock Shares which can be sold in such offering and/or that the number of shares of Common Stock Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock Share to be sold in such offering, the Company Corporation shall include in such registration or takedown (i) first, the shares of Common Stock Shares requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable SecuritiesPre-IPO Holders, allocated pro rata among all such holders on the basis of the number of shares of Common Stock Shares other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock Shares requested to be included therein by other holders of Common StockShares, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the CompanyCorporation, the Company Corporation shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Knowlton Development Corp Inc)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 30 days prior to the filing of such the Registration Statement) to the holders of Registrable Securities Investors of its intention to effect such a the registration and, subject to Section 3(b) and Section 3(c), shall include in such the registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities Investors within five (5) 15 days after the Company’s notice has been given to each such holderthe Investors. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) Investors shall have the right, but not the obligation, to be notified of and to participate in any offering under such the Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities Investors (if any holders of Registrable Securities have an Investor has elected to include Registrable Securities in such the Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such the registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such the underwritten offering, exceeds the number of shares of Common Stock which that can be sold in such the offering and/or that the number of shares of Common Stock proposed to be included in any such the registration or takedown would adversely affect the price per share of the Common Stock to be sold in such the offering, the Company shall include in such the registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, Investors allocated pro rata among all such holders Investors on the basis of the number of Registrable Securities owned by each such holder Investor or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable SecuritiesInvestors, allocated among such those holders in such any manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable SecuritiesInvestors, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such the registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such the underwritten offering, exceeds the number of shares of Common Stock which that can be sold in such the offering and/or that the number of shares of Common Stock proposed to be included in any such the registration or takedown would adversely affect the price per share of the Common Stock to be sold in such the offering, the Company shall include in such the registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such the registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such those holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such of those holders or in such any manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such those holders in such any manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such the offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (FlexEnergy Green Solutions, Inc.)
Piggyback Registration. (a) Whenever If at any time while any Registrable Shares are ---------------------- outstanding the Company proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering any successor form or sale to employees or directors of the Company pursuant to in connection with any employee stock plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)form or in connection with an exchange offer, or (iii) in connection with a rights offering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or its affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or (vi) a shelf registration on Form S-3 or any dividend or distribution reinvestment or similar plansuccessor form), whether or not for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”"), the Company shall give prompt to the Holders of Units and Registrable Shares written notice of such proposed filing at least ten (10) business days before filing. The notice referred to in any event no later than fifteen the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Shares as each Holder may request (15) days prior a "Piggyback Registration"). Subject to the filing provisions of such Registration Statement) to Section 2 below, the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), Company shall include in such registration Piggyback Registration all Registrable Securities with respect Shares requested to be included in the registration for which the Company has received written requests for inclusion from the holders of Registrable Securities therein within five (5) business days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders. A Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time prior to the effective date of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) Registration. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary an underwritten offering registration on behalf of the Company and the managing underwriter advises the Company and that the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the total number of shares of Common Stock proposed requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall will include in such registration or takedown in the following priority: (i) first, the all shares of Common Stock that the Company proposes to sell; sell and (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall be allocated among the Holders requesting registration and all other stockholders requesting registration on a pro rata basis. No Registrable Securities or other shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among in a registration pursuant to demand registration rights shall be excluded from the underwriting unless all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock securities other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownare first excluded.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Patriot American Hospitality Operating Co\de)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), ) or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, and Company (other than the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration Holders of Registrable Securities Securities) (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders each Holder of Registrable Securities of its intention to effect such a registration (but in no event less than ten Business Days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Section 3(bSections 2.3(b) and Section 3(c2.3(c), shall include in such registration all Registration Statement and in any offering of any shares of its Common Stock to be made pursuant to such Registration Statement that number of Registrable Securities with respect requested to be sold in such offering by such Holder for the account of such Holder, provided, that the Company has received a written request for inclusion therein from such Holder no later than seven (7) Business Days after the date on which the Company has received written requests for inclusion given notice of the Piggyback Registration to Holders; provided, further, that the Company shall be obligated to include Registrable Securities pursuant to a Piggyback Registration only to the extent that the expected aggregate gross proceeds from the holders offering of such Registrable Securities within five (5constitute at least $1,000,000 or the Holder(s) days after requesting the Company’s notice has been given inclusion of its or their Registrable Securities request such inclusion with respect to each such holderall of its or their remaining Registrable Securities. A The Company may terminate or withdraw a Piggyback Registration shall not be considered a Demand Registration for purposes prior to the effectiveness of Section 2such registration at any time in its sole discretion. If any a Piggyback Registration Statement is effected pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) the Holders of Registrable Securities shall be notified by the Company of and shall have the right, but not the obligation, to be notified of and to participate in any offering under pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a , subject to the same limitations that are applicable to any other Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownset forth above.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Ohr Pharmaceutical Inc)
Piggyback Registration. (a) Whenever a. If the Company at any time proposes to register the offer and sale of any shares of its Common Stock equity securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or for sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan)public for cash, whether for its own account or for the account of one other security holders or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for both on any registration form (other than Forms F-4, F-8, F-80, F-10 (in connection with a business combination or exchange offer), ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public) which permits the inclusion of Registrable Securities held by any Investor (a “Piggyback Registration”), then each such time the Company shall will give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of all Investors that then hold Registrable Securities of its intention so to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which do. Upon the written request of any Investor received by the Company has received written requests for inclusion from the holders of Registrable Securities within five ten (510) days after the Company’s giving of any such notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of by the Company and subject to receipt of necessary information from such Investor in accordance with the managing underwriter advises terms of this Agreement, to register any of such Investor’s Registrable Securities, the Company and will cause the holders of Registrable Securities (if any holders of Registrable Securities as to which registration shall have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed been so requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such covered by the registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock statement proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein filed by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, all to the extent requisite to permit the sale or other disposition by such Investor.
b. The Company shall have the right to select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offeringunderwriter(s) for any underwritten Piggyback Registration. Each holder of Registrable Securities All Investors proposing to distribute sell their Registrable Securities through in such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form form. If such proposed Piggyback Registration is an underwritten offering and the managing underwriter for such offering advises the Company that the securities requested to be included therein exceed the amount of securities that can be sold in such offering such that the inclusion of such Registrable Securities would adversely affect marketing of the securities to be sold by the Company, the Company shall not exclude any Registrable Securities unless the Company has first excluded, all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the underwriter or underwriters selected for Registrable Securities, provided, that after giving effect to the foregoing, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual rights right to include such underwritingsecurities in the registration statement other than holders of securities entitled to inclusion of their securities in such registration statement by reason of piggyback registration rights.
Appears in 1 contract
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) days 10 Business Days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days 10 Business Days after the Company’s notice has been given to each such holder; provided, that the Company covenants not to provide such notice to any Preferred Investor if such Preferred Investor notifies the Company in writing that it has elected not to receive any notices of any Piggyback Registrations, which election may be revoked at any time by such Preferred Investor. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Xponential Fitness, Inc.)
Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time the Company proposes files a registration statement under the 1933 Act with respect to register the offer and sale an offering of any shares of its Common Stock under or other equity securities of the Securities Company (such Common Stock and other equity securities collectively, “Other Securities”), including, for the avoidance of doubt, any registration statement filed in response to PAR Act’s demand for a Underwritten Offering pursuant to Section 3 of the PAR Act Registration Rights Agreement (“PAR Act Demand Registration”), and whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (▇-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)successor forms, (ii) the Form S-3 registration statement to be filed pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), Prism Merger Agreement or (iii) filed solely in connection with any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account then the Company shall promptly give written notice of such filing to the Investors, which notice shall be given, to the extent reasonably practicable, no later than ten (10) Business Days before the anticipated filing or for launch date (except in the account case of an offering that is an “overnight offering,” in which case such notice must be given no later than one (1) Business Day prior to the filing or more stockholders of launch date) (the Company“Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Investors and their respective Affiliates and representatives, and the form Investors shall be responsible for breaches of Registration Statement (a “confidentiality by their respective Affiliates and representatives in their capacity as such. The Piggyback Registration Statement”) Notice shall offer each Investor the opportunity to be used may be used for any include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as such Investor may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from an Electing Investor a written requests request for inclusion from the holders of Registrable Securities therein within five (5) days after Business Days following receipt of any Piggyback Notice by such Electing Investor (but in any event not later than one (1) Business Day prior to the Company’s notice has been given to each such holder. A filing date of a Piggyback Registration and, except in the case of an offering that is an “overnight offering,” not later than one (1) Business Day following receipt of such notice), which request shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders specify the maximum number of Registrable Securities have registered intended to be disposed of by such Electing Investor and the offer intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 6 applies unless the Electing Investors shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities (except in the case of an offering that is an “overnight offering,” in which case such notice must be given no later than one (1) Business Day prior to the filing or launch date). Except in the case of an offering that is an “overnight offering,” the Electing Investors shall be permitted to withdraw all or part of the Registrable Securities is from a Piggyback Registration Statement on Form S-3 or at any time at least two (2) Business Days prior to the then appropriate form for an offering effective date of the registration statement relating to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Registration.
(b) If a Piggyback Registration any Other Securities are to be sold in an underwritten offering, (i) the Company or Piggyback Shelf Takedown is initiated as a primary underwritten other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering on behalf in their discretion and (ii) to the extent such Other Securities are of the Company and same class as the managing underwriter advises Registrable Securities, the Company and the holders of Electing Investors shall be permitted to include all Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed requested to be included in such registration in such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or takedown, including all Registrable Securities and all other shares of Common Stock proposed any third party to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, however, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any if such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as offering involves an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises underwriter(s) of such underwritten offering advise the Company in writing that in its reasonable and it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of shares Registrable Securities and such Other Securities that in the good faith opinion of Common Stock proposed such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (A) first, all Other Securities being sold by the Company for its own account; (B) second, and only if all the securities referred to in clause (A) have been included, all Registrable Securities requested to be included in such registration or takedownby the Electing Investors, including pro rata, based on the number of Registrable Securities beneficially owned by such Electing Investors; and (C) third, and only if all the securities referred to in clause (B) have been included, all Other Securities of any holders thereof (other than the Company and the Electing Investors) requesting inclusion in such registration, pro rata, based on the number of Other Securities beneficially owned by each such holder of Other Securities; provided, however that in the event of a Piggyback Registration in connection with a PAR Act Demand Registration, such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (w) first, all Registrable Securities and all other shares of Common Stock proposed requested to be included in such underwritten offeringregistration by PAR Act; (x) second, exceeds and only if all the number of shares of Common Stock which can be sold securities referred to in such offering and/or that the number of shares of Common Stock proposed clause (w) have been included, all Registrable Securities requested to be included in any such registration or takedown would adversely affect by the price per share Electing Investor; (y) third, and only if all the securities referred to in clause (x) have been included, Other Securities being sold by the Company for its own account; and (z) fourth, and only if all the securities referred to in clause (y) have been included, all Other Securities of any holders thereof (other than the Common Stock to be sold Electing Investors and the Company) requesting inclusion in such offeringregistration, the Company shall include in such registration or takedown (i) firstpro rata, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders based on the basis of the number of shares of Common Stock other than the Registrable Other Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, beneficially owned by all each such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingOther Securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Par Technology Corp)
Piggyback Registration. (a) Whenever If at any time after the date hereof, the Company proposes to register prepare and file with the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of Commission one or more stockholders registration statements covering any equity securities of the Company, and or any such securities of the Company held by its stockholders, other than in connection with a merger or acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or any successor form (for purposes of Registration Statement (this Section 1.4, collectively, a “"Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”"), the Company shall will give prompt written notice of its intention to do so by registered or certified mail (in any event no later than fifteen "Notice"), at least thirty (1530) business days prior to the filing of each such Piggyback Registration Statement) , to the holders Shareholder and each of the successors, assigns and transferees of each of such Shareholder. The Company shall include all of the Registrable Securities held by such Shareholder in the proposed Piggyback Registration Statement and the Company shall use its best efforts to cause such Piggyback Registration Statement to be declared effective under the Securities Act, by the Commission, so as to permit the public resale by the Shareholder of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all the Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after pursuant thereto, at the Company’s notice has been given 's sole cost and expense and at no cost or expense to each such holderthe Shareholder (other than any underwriting or other commissions, discounts or fees of any counsel or advisor to the Shareholder which shall be payable by the Shareholder, as further provided in Section 1.6 hereof) (the "Piggyback Registration"). A Piggyback Registration The Company shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant required to which holders of include the Registrable Securities have registered in more than one registration statement filed with the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Commission.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf Notwithstanding the preceding provisions of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringthis Section, the Company shall include in such registration or takedown (i) first, have the shares of Common Stock that the Company proposes right at any time after it shall have given written notice pursuant to sell; (ii) second, the shares of Common Stock requested this Section 1.4 to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested elect not to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in file any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a proposed Piggyback Registration Statement filed pursuant to this Section 1.4, or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and to withdraw the managing underwriter advises same after the Company in writing that in its reasonable and good faith opinion filing but prior to the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeeffective date thereof.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Authentidate Holding Corp)
Piggyback Registration. (a) Whenever At any time after the receipt by the Holders of the Company’s Common Shares issued to the Holders pursuant to the Purchase Agreement, if the Company proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act (other than a registration (i) pursuant with respect to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan)Public Offering, whether such offering is for its own account or for the account of one other security holders or more stockholders both (other than a registration statement (i) on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto; (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company, and Company or its Affiliates; or (iii) on any other form not available for registering the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”for sale to the public), the Company shall give prompt promptly provide each Holder with written notice (in any event no later which notice shall be given not less than fifteen (15) days prior to the expected filing date of such Registration Statementregistration statement) of such registration (a “Piggyback Registration”), which notice shall offer such Holder the opportunity to the holders register such amount of Registrable Securities as it shall request. Each Holder of its intention Registrable Securities shall have ten (10) days from the date of receipt of the Company’s notice to effect deliver to the Company a written request for inclusion of such Holder’s Registrable Securities, specifying the number of such Registrable Securities to be included in the registration. Any Holder shall have the right to withdraw such Holder’s request for inclusion by sending a registration and, subject written withdrawal notice to Section 3(b) and Section 3(c), the Company. The Company shall use commercially reasonable efforts to include in such registration all the Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering requested to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or included by any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate Holder in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”accordance with this Section 2(a).
(b) If a the Company intends for the Company Common Shares being registered pursuant to any Piggyback Registration or to be distributed pursuant to an underwriting (an “Underwritten Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf Registration”), the notice provided by the Company to each Holder pursuant to Section 2 shall state that such registration will be underwritten. In connection with an Underwritten Piggyback Registration, the Board of Directors of the Company shall select the institution or institutions that shall manage or lead such offering (the “Underwriter”).
(c) Notwithstanding anything to the contrary in Section 2, the right of any Holder to participate in an Underwritten Piggyback Registration shall be conditioned upon such Holder agreeing to (i) sell all of its Registrable Securities included in such registration on the basis provided in any underwriting arrangements approved by the Company and (ii) complete and execute all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the managing underwriter terms of such underwriting arrangements.
(d) If in connection with any Underwritten Piggyback Registration the Underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing good faith that in its reasonable and good faith opinion the number of shares of Common Stock proposed securities requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which that can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to reasonably be sold in such offering, then the Company shall include in such registration or takedown registration: (i) first, all of the shares of Common Stock securities that the Company proposes to sellsell (the “Company Shares”); (ii) second, all of the shares of Common Stock securities requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on any Persons exercising demand registration rights granted by the basis of Company (the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree“Demand Shares”); and (iii) third, the shares Pro Rata Amount (as defined below) of Common Stock Registrable Securities requested by the Holders to be included therein by holders of Common Stock other than holders of Registrable Securitiestherein. With respect to any Holder, allocated among such holders in such manner as they may agree; provided, that in any event the holders “Pro Rata Amount” of Registrable Securities shall be entitled equal to register the offer product of (x) the maximum number of Registrable Securities that the Underwriter estimates can be underwritten in connection with such registration less the Company Shares and sale or distribute at least thirty percent Demand Shares and (30%y) a fraction, the numerator of which shall equal the securities to number of Registrable Securities that such Holder requested be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securitiesregistration, and the managing underwriter advises denominator of which shall equal the Company in writing that in its reasonable and good faith opinion the total number of shares of Common Stock proposed Registrable Securities that were requested to be included in such registration or takedown, including by all Holders. If the number of Registrable Securities and all other shares of Common Stock proposed to that any Holder requested be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed an Underwritten Piggyback Registration is to be included reduced as a result of and in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringaccordance with this Section 2(d), the Company shall include in promptly notify such registration or takedown (i) first, the shares Holder of Common Stock requested to be included therein by the holder(s) requesting any such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) reduction and the number of Registrable Securities, as applicable, owned by all Securities of such holders or Holder that will be included in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeregistration.
(de) If in connection with any Underwritten Piggyback Registration any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw from such underwriting by delivering written notice to the Company and the Underwriter at least seven (7) days prior to the effective date of the Registration Statement. Any Registrable Securities withdrawn from such underwriting shall also be withdrawn from such registration.
(f) Nothing in this Section 2 shall create any liability on the part of the Company to the Holders if the Company in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to Section 2 or Piggyback Shelf Takedown is initiated to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a primary underwritten offering result of the issuance by the Company of any notice hereunder or otherwise.
(g) The Company shall be entitled to suspend the rights of selling Holders to make sales pursuant to a registration statement otherwise required to be kept effective hereunder if the Company determines in good faith that there exists a material proposed event (including any proposed acquisition or disposition) that would be required to be disclosed in such registration statement and the disclosure of which would either have a material adverse effect on behalf such proposed transaction or the Company.
(h) Upon receipt of written notice from the Company that a registration statement or prospectus contains a misstatement, each Holder of Registrable Securities shall forthwith discontinue the disposition of Registrable Securities until the Holder has received copies of the supplemented or amended prospectus that corrects such misstatement, or until such Holder is advised in writing by the Company that the use of the prospectus may be resumed, and, if directed by the Company, such Holder shall deliver to the Company shall select (at the investment banking firm or firms to act as Company’s expense) all copies of the managing underwriter or underwriters in connection with prospectus covering such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through current at the time of receipt of such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingnotice.
Appears in 1 contract
Sources: Registration Rights Agreement (Transatlantic Petroleum Ltd.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen twenty (1520) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five ten (510) days after the Company’s 's notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Stockholders Agreement (Pernix Therapeutics Holdings, Inc.)
Piggyback Registration. (a) Whenever If the Company proposes to register with the offer and sale of SEC any shares of its Common Stock stock or other securities under the Securities 1933 Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 S-8) (or other registration solely relating a “Piggy-Back Registration”), it will give written notice to an offering or sale to employees or directors Investor and each of the Company pursuant to any employee stock plan or other employee benefit arrangement), Bridge Investors at least twenty (ii20) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under days before the Securities Act or any successor rule thereto), or (iii) in connection initial filing with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders SEC of the Company, and the form of related Registration Statement (a “Piggyback Piggy-Back Registration Statement”) ). The notice shall offer to be used may be used for any registration include in such filing the aggregate number of shares of Registrable Securities (a “Piggyback Registration”), as the Investor and such other Bridge Investors may request. The Investor and each of the other Bridge Investors desiring to have Registrable Securities registered under this Section 2(a)(ii) shall advise the Company shall give prompt written notice in writing within ten (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (510) days after the date of receipt of such offer from the Company’s notice has been given to each , setting forth the amount of such holderRegistrable Securities for which registration is requested. A Piggyback Registration The Company shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders thereupon include in such filing the number or amount of Registrable Securities have registered the offer for which registration is so requested, and sale shall use its reasonable best efforts to effect registration of such Registrable Securities is a under the 1933 Act. The Piggy-Back Registration Statement on Form S-3 or shall include the then appropriate form for an offering plan of distribution attached hereto as Exhibit A. The Piggy-Back Registration Statement also shall cover, to be made on a delayed or continuous basis pursuant to Rule 415 the extent allowable under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”)1933 Act, such holder(s) shall have indeterminate number of additional Common Shares resulting from share splits, share dividends or similar transactions with respect to the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registrable Securities. The Piggy-Back Registration Statement (a “Piggyback Shelf Takedown”and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investor and its counsel prior to its filing or other submission. The Company will not hereafter enter into any agreement that is inconsistent with the rights of Investor under this Agreement, including without limitation any agreement that is inconsistent with the provisions of this Section 2(a)(ii).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Baywood International Inc)
Piggyback Registration. (a) Whenever If the Company at any time proposes for any reason (other than a filing made pursuant to Section 5(a), a request made pursuant to Section 5(b) or a filing or request made pursuant to Section 5(h)) to (i) register the offer and sale of any shares of its Common Stock Shares under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form F-4, Form S-4, Form F-8 or Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule forms thereto), ) or (iiiii) consummate an Underwritten Offering, in connection with any dividend or distribution reinvestment or similar plan)either case, whether for its own account or for the account of one or more stockholders other Shareholders of the Company, it shall promptly give notice of such proposed action to the Demanding Holders as soon as reasonably practicable (but in the case of filing a Registration Statement, no later than twenty (20) days before the anticipated filing date), which notice shall (A) describe the amount and type of securities to be included, the intended method(s) of distribution and the form name of Registration Statement the proposed managing underwriter or underwriters, if any, and (a “Piggyback Registration Statement”B) offer to be used may be used all of the Demanding Holders the opportunity to register or offer for any registration sale such number of Registrable Securities as such Demanding Holders may request in writing within five (5) Business Days in the case of filing a Registration Statement and two (2) Business Days in the case of an Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) Business Day), in each case after receipt of such written notice (such Registration, a “Piggyback Registration”), . The Company shall use its commercially reasonable efforts to cause all such Registrable Securities for which such a request(s) is timely received by the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities Piggyback Registration on the same terms and all other shares of conditions as the Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be Shares otherwise being sold in such offering and/or that the number of shares of Common Stock proposed to be included Piggyback Registration, and in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringevent, the Company shall include the Registrable Securities on the same terms and conditions as the Common Shares otherwise being sold in such registration Piggyback Registration. Any Holder shall have the right to withdraw from a Piggyback Registration for any or takedown no reason whatsoever upon written notification to the Company and the underwriter or underwriters (iif any) firstof his, her or its intention to withdraw from such Piggyback Registration prior to, as applicable, the shares effectiveness of Common Stock that the Registration Statement filed with the Commission with respect to such Piggyback Registration or the pricing of the Underwritten Offering with respect to such Piggyback Registration. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to the Company proposes to sell; (ii) second, requesting that such Holder not receive notice from the shares Company of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agreeany proposed Underwritten Offering; provided, however, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in such Holder may later revoke any such registration or takedown.
(c) If Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringHolder, the Company shall include not deliver any notice to such Holder pursuant to this Section 5(f), unless such Opt-Out Notice is revoked by such Holder. The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on connection with a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration at any time prior to the effectiveness of such Registration Statement or abandon an Underwritten Offering in connection with a Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf Registration at any time prior to the launch of such Underwritten Offering. Notwithstanding anything to the Companycontrary in this Agreement, the Company shall select be responsible for the investment banking firm or firms to act as the managing underwriter or underwriters Registration Expenses incurred in connection with such offeringthe Piggyback Registration. Each holder For purposes of Registrable Securities proposing clarity, any Registration or Underwritten Offering effected pursuant to distribute their Registrable Securities through such underwritten offering this Section 5(f) shall (together with the Company) enter into not be counted as an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingUnderwritten Offering pursuant to an Underwritten Demand effected under Section 5(b).
Appears in 1 contract
Sources: Investor and Registration Rights Agreement (Baytex Energy Corp.)
Piggyback Registration. (a) Whenever If, at any time the Company proposes or is required to register the offer and sale of any shares of its Common Stock file a Registration Statement under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating with respect to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (Common Stock or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders equity securities of the Company, whether or not for sale for its own account, on a form and the form of Registration Statement (in a “Piggyback Registration Statement”) to be used may be used for any manner that would permit registration of the Registrable Securities (a “Piggyback Securities, which, for the avoidance of doubt, shall exclude any Special Registration”), the Company shall give prompt written notice (in any event no as promptly as practicable, but not later than fifteen ten (1510) days prior to the anticipated date of filing of such Registration Statement) , to the holders of Registrable Securities Stockholders of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c)in the case of each Stockholder, shall include in such registration all of such Stockholder’s Registrable Securities with respect to which the Company has received a written requests request from such Stockholder for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto therein (a “Piggyback Shelf Registration Statement”), Registration” and any such holder(s) shall have the right, but requesting Stockholder that has not the obligation, to be notified of and to participate in any offering under withdrawn its Registrable Securities from such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”Stockholder” with respect to such Piggyback Registration).
(b) If . In the event that a Stockholder makes such written request, such Stockholder may withdraw its Registrable Securities from such Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of by giving written notice to the Company and the managing underwriter advises underwriter(s), if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company and the holders of Registrable Securities (if may terminate or withdraw any holders of Registrable Securities have Piggyback Registration under this Section 2(e), whether or not any Stockholder has elected to include Registrable Securities in such registration. No Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner count as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Demand Registration or Piggyback Underwritten Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and Take-Down to which the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeStockholders are entitled.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Brookdale Senior Living Inc.)
Piggyback Registration. (a) 3.1 Whenever the Company proposes to register the offer and sale of or sell any shares of its Common Stock Equity Securities pursuant to a registered offering under the Securities Act (other than a registration (ia) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock share plan or other employee benefit arrangement), (iib) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (c) filed in connection with an “at-the-market” offering, (d) for an offering in connection with a merger, consolidation or other acquisition, an exchange offer or offering of securities solely to the Company’s existing shareholders, (e) for an offering of debt that is convertible into or exchangeable for Equity Securities of the Company, (f) for a rights offering (including any rights offering with a backstop or standby commitment) or (iiig) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders shareholders of the Company, Company (other than an offering pursuant to Section 2 hereunder) and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen ten (1510) business days prior to either the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) 3.2 and Section 3(c)3.3, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) business days (or one (1) business day in the case of a Block Trade) after the Company’s notice has been given to each such holder. The Company agrees to use its good faith efforts to provide advance notice as soon as reasonably practicable to the holders of Registrable Securities of its intention to effect a Piggyback Registration; provided, however, that, other than the notices required ten (10) business days prior to the Registration Statement or prospectus supplement, as applicable, by the immediately preceding sentence, the Company shall not be obligated hereby to provide any such advance notice and, if provided, such advance notice shall not be binding in any respect. A Piggyback Registration shall not be considered a Demand Long-Form Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) 3.2 If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock Equity Securities which can be sold in such offering and/or that the number of shares of Common Stock Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (ia) first, the shares of Common Stock Equity Securities that the Company proposes to sell; (iib) second, the shares of Common Stock Equity Securities requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder at the time of such cutback or in such manner as they such holders may otherwise agree; and (iiic) third, the shares of Common Stock Equity Securities requested to be included therein by holders of Common Stock Equity Securities other than holders of Registrable Securities, allocated among such holders as determined by the Company or in such other manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) 3.3 If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock Equity Securities other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock Equity Securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock Equity Securities proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock Equity Securities which can be sold in such offering and/or that the number of shares of Common Stock Equity Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock Equity Securities to be sold in such offering, the Company shall include in such registration or takedown (ia) first, the shares of Common Stock Equity Securities requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Equity Securities, including any Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such other manner as they such holders may otherwise agree; and (iib) second, the shares of Common Stock Equity Securities proposed to be sold by the Company; and (c) third, the Equity Securities requested to be included therein by the other holders of Common StockEquity Securities, allocated among such holders as determined by the Company or in such other manner as they may agree.
(d) 3.4 If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall, subject to the prior written consent of the holders of a majority of the Registrable Securities included in such Piggyback Registration, which consent shall not be unreasonably withheld or delayed, select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each .
3.5 Any holder of Registrable Securities proposing shall have the right to distribute their Registrable Securities through withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such underwritten offering shall Piggyback Registration prior to the effectiveness of the Piggyback Registration Statement, in connection with a Piggyback Registration. The Company (together whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Company) enter into an underwriting agreement Commission in customary form connection with the underwriter or underwriters selected for such underwritinga Piggyback Registration at any time.
Appears in 1 contract
Sources: Registration Rights Agreement (Getty Images Holdings, Inc.)
Piggyback Registration. (a) Whenever Subject to Section 5.11, if, at any time while there still remain Registrable Shares, the Company proposes to register the offer and sale of any shares of its Common Stock file a new registration statement under the Securities Act with respect to an offering of Common Stock for (i) the Company’s own account (other than a registration (i) pursuant to a Registration Statement statement on Form S-4 or S-8 (or other registration solely relating to an offering any substitute form that may be adopted by the SEC) or sale to employees Company dividend reinvestment plans) or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders any holder of Common Stock, then the Company shall give written notice of such proposed filing to the Stockholders as soon as reasonably practicable (but in no event less than ten (10) Business Days before the anticipated filing date of such new registration statement). Upon a written request, given by a Stockholder to the Company within ten (10) days after delivery of any such notice by the Company, and to include Registrable Shares of such Stockholder in such registration (which request shall specify the form number of Registration Statement (Registrable Shares proposed to be included in such new registration statement if such registration statement is not a “Piggyback pay as you go” Automatic Shelf Registration Statement”) ), the Company shall, subject to be used may be used for any Section 5.8, include all such requested Registrable Shares in such new registration of Registrable Securities statement on the same terms and conditions as applicable to the Company’s or such holder’s Common Stock (a “Piggyback Registration”). Notwithstanding the foregoing, if at any time after giving written notice of such proposed filing and prior to the effective date of such new registration statement, the Company or such holders shall determine for any reason not to proceed with the proposed filing of the new registration statement, then the Company may, at its election, give written notice of such determination to the Stockholders and, thereupon, will be relieved of its obligation to register any Registrable Shares in connection with such new registration statement. At any time that a Shelf Registration Statement covering Registrable Shares pursuant to Section 5.1(a) or this Section 5.7 is effective, in connection with (i) any Underwritten Offering pursuant to such Shelf Registration Statement initiated by the Company for its own account or any holder(s) of Common Stock (other than any Stockholder) or (ii) any Marketed Underwritten Offering pursuant to such Shelf Registration Statement initiated by a Stockholder pursuant to Section 5.1, in each case, the Company shall give prompt written forward a notice relating to such Underwritten Offering or Marketed Underwritten Offering, as applicable (in any event no later than fifteen (15) days prior such notice, a “Take-Down Notice”), to the filing of such Registration Statement) to the holders each holder of Registrable Securities Shares (other than, in the case of its intention a Marketed Underwritten Offering initiated by a Stockholder pursuant to effect Section 5.1, to such a registration Stockholder) included on such Shelf Registration Statement and, subject to Section 3(b5.8, the Company, the holder(s) and Section 3(c)of Common Stock (other than any Stockholder) requesting such Underwritten Offering or the Stockholder requesting such Marketed Underwritten Offering, as applicable, shall permit such holder of Registrable Shares to include its Registrable Shares included on such Shelf Registration Statement in such registration all Registrable Securities with respect Underwritten Offering or Marketed Underwritten Offering, as applicable, on the same terms and conditions as applicable to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each , the holder(s) of Common Stock (other than any Stockholder) requesting such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 Underwritten Offering or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto Stockholder requesting such Marketed Underwritten Offering, as applicable (a “Piggyback Shelf Registration StatementShelf-Offering”), if such holder(sholder of Registrable Shares notifies the Company within ten (10) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf days after delivery of the Company and the managing underwriter advises the Company and the holders Take-Down Notice to such holder of Registrable Securities Shares (if any holders which notification by such holder of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion Shares shall specify the number of shares of Common Stock Registrable Shares proposed to be included by such holder of Registrable Shares in such registration Underwritten Offering or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable SecuritiesMarketed Underwritten Offering, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree).
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. Whenever Holdco proposes (aother than pursuant to a Demand Notice) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock equity securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its Holdco’s own account or for the account of one any other person) other than in connection with a registration relating either to the sale of securities to participants in a Holdco stock option, stock purchase or more stockholders of the Companysimilar benefit plan or pursuant to a Rule 145 transaction, including, without limitation, on Form S-4 or Form S-8, and the registration form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any the registration of Registrable Securities (a “Piggyback Registration” and the Registration Statement to be filed pursuant to such Piggyback Registration, the “Piggyback Registration Statement”), the Company Holdco shall give prompt prompt, written notice (in any event no later than fifteen (15) days prior to each of the filing of such Registration Statement) to the holders of Registrable Securities Shareholders of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c(the “Piggyback Notice”), which Piggyback Notice shall offer each such Shareholder the opportunity to register on the same terms and conditions all or part of such Shareholder’s Registrable Securities. Any request from a Shareholder for a Piggyback Registration shall specify the number of shares (or other amount) of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof (such request, a “Piggyback Request”). Holdco shall use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company Holdco has received written requests for inclusion from the holders of Registrable Securities Piggyback Requests within five (5) business days after the Company’s notice has been given actual date of receipt of the Piggyback Notice by the last Shareholders to each such holder. A have received the subject Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered Notice (the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf TakedownHolders”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever If at any time that the Stockholder owns or holds Shares, the Company proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 or any successor form to such form or in connection with any employee or director welfare, benefit or compensation plan; (ii) on Form S-4 or other registration solely relating any successor form to such form or in connection with an exchange offer; (iii) in connection with a rights offering exclusively to existing holders of Common Stock; (iv) in connection with an offering or sale solely to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), its Subsidiaries; or (iiv) pursuant to a Registration Statement on Form S-4 (or similar form that relates relating to a transaction subject pursuant to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar planAct), whether or not for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)account, the Company shall give prompt written notice of such proposed filing to the Stockholder. The notice referred to in the preceding sentence shall constitute an offer by Company to the Stockholder of the opportunity to register such number of Shares as the Stockholder may request (a "Piggyback Registration"). The Company shall include in the Piggyback Registration and in any event no later than underwriting in connection therewith all Shares for which the request is received by the Company within fifteen (15) calendar days after the notice referred to above has been given by the Company. The Stockholder shall be permitted to withdraw all or part of the Shares from a Piggyback Registration at any time prior to the filing effective date of such Piggyback Registration Statement) or, if the Piggyback Registration is for an underwritten offering prior to the holders execution of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) an underwriting agreement by Stockholder and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriter advises the Company and that the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the total number of shares of Common Stock proposed Shares requested to be included in such registration or takedownregistration, including all Registrable Securities and all other when combined with the shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number Company otherwise proposes to register, would create a substantial risk of shares materially reducing the proceeds of Common Stock proposed to be included in any such registration the offering or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringoffered, the Company shall include in such registration or takedown (i) first, the shares number of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock Shares requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included Stockholder in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering shall be reduced on behalf of a holder of Common Stock pro rata basis among Stockholder and any other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included stockholder also requesting participation in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreePiggyback Registration.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever If at any time the Company Purchaser proposes to register the offer and sale of any shares of its Common Stock NIM Shares under the Securities Act of 1933, as amended (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement"Securities Act"), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether either for its own account or for the account of one or more stockholders others, on a registration form that would also permit the registration of the CompanyPurchase Price Shares (or any NIM Shares received by the Shareholder arising from a stock dividend, and stock split, reorganization, reclassification, merger, exchange or similar occurrence) (other than a registration covering NIM Shares issued pursuant to an employee benefit plan, or a registration on Form S-4 for the form purpose of Registration Statement (a “Piggyback Registration Statement”) offering such securities to be used may be used for any registration another business entity or the shareholders of Registrable Securities (a “Piggyback Registration”such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity), the Company Purchaser shall, each such time, promptly give the Shareholder written notice of such proposal. Within 30 days after such written notice is given, the Shareholder shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) Purchaser as to the holders number of Registrable Securities shares of its intention the Purchase Price Shares, if any, which the Shareholder requests to effect be registered simultaneously with such a registration and, subject to Section 3(b) and Section 3(c), by the Purchaser. The Purchaser shall include in such registration all Registrable Securities with respect to which statement the Company has received written Purchase Price Shares that the Shareholder requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 registered under the Securities Act or any successor rule thereto and shall take such actions as shall be necessary to maintain the effectiveness of such registration for a period of two hundred seventy (a “Piggyback Shelf Registration Statement”), such holder(s270) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)days.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is Notwithstanding the foregoing, if such registration statement was initiated as by the Purchaser to effect a primary underwritten public offering on behalf of its securities and, if at any time after giving written notice of its intention to so register securities and before the effectiveness of the registration statement filed in connection with such registration, the Purchaser determines for any reason either not to effect such registration or to delay such registration, the Purchaser may, at its election, by prior written notice to the Shareholder: (i) in the case of a determination not to effect registration, relieve itself of its obligation to register the Purchase Price Shares in connection with such registration; or (ii) in the case of a determination to delay registration, delay the registration of the Purchase Price Shares for the same period as the delay registration of such other securities. The Shareholder may, at any time before the effective date of the registration statement relating to such registration, revoke such request by written notice of such revocation to the Purchaser, in which case the Purchaser shall cause the Purchase Price Shares to be withdrawn from such registration statement. In furtherance and not in limitation of the foregoing, in connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required to include any of the Purchase Price Shares in such underwriting unless the Shareholder accepts the terms of the underwriting as agreed upon between the Company and the managing underwriter advises underwriters selected by it (or by other persons entitled to select the Company underwriters), and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities then only in such Piggyback Registration or Piggyback Shelf Takedown) quantity as the underwriters determine in writing that in its reasonable and good faith opinion their sole discretion will not jeopardize the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share success of the Common Stock to be sold in offering by the Company, provided, however, that if securities are being offered for the account of persons or entities as well as the Company, such offering, the Company reduction shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis not represent a greater fraction of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested Purchase Price Shares intended to be included therein offered by holders the Shareholder than the fraction of Common Stock similar reductions imposed on such other persons or entities (other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownCompany).
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf In connection with any registration of a holder of Common Stock other than Registrable SecuritiesPurchase Price Shares, the Shareholder and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in indemnification arrangements customary form with the underwriter or underwriters selected for such underwritinga registration of this nature.
Appears in 1 contract
Sources: Stock Purchase Agreement (National Investment Managers Inc.)
Piggyback Registration. (a) Whenever If, on or prior to 180 days after the Closing Date, the Company proposes to register the offer and sale of any shares of its the Company Common Stock under the Securities Act (other than a registration (i) pursuant effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)▇-▇, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act ▇-▇ or any successor rule thereto)form thereto or another form not available for registering the Registrable Shares for sale to the public or a registration to effect any block trade, or (iii) in connection with any dividend or distribution reinvestment overnight offering or similar plansale effected in the absence of any marketing period), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities Shares (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 10 days prior to the filing of such Registration Statement) to the holders of Registrable Securities extent reasonably practicable to all Holders of its intention to effect such a registration and, subject to Section 3(b2.04(b) and Section 3(c2.04(c), shall include in such registration all Registrable Securities Shares with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities Holders within five (5) days after the Company’s notice has been given to each such holder. If after such period the Company proposes a Piggyback Registration, the Company shall give prompt written notice (in any event no later than 10 days prior to the filing of such Registration Statement) to the extent reasonably practicable to the Majority Holder and all One Percent Holders of its intention to effect such a registration and, subject to Section 2.04(b) and Section 2.04(c), shall include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion from the Majority Holder and the One Percent Holders within five days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)2.03.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company Company, and the managing underwriter advises underwriter(s) of such offering advise the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith it is their opinion that the total number or dollar amount of shares of the Company Common Stock proposed to be included sold in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, offering exceeds the total number or dollar amount of shares of the Company Common Stock which that can be sold in such offering and/or that without having an adverse effect on the number of shares of Common Stock proposed to be included in any such registration price, timing or takedown would adversely affect the price per share distribution of the Common Stock to be sold in such offering, then the Company shall include in such registration or takedown (i) first, the number of shares of the Company Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock requested to be included therein by the Holders and holders of Registrable Securitiesthe Company Common Stock (other than the Holders), allocated pro rata among all such holders on the basis of the number of Registrable Securities shares of the Company Common Stock owned by each all such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownholders.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of the Company Common Stock other than Registrable Securitiesthe Holders, and the managing underwriter advises underwriter(s) of such offering advise the Company in writing that in its reasonable and good faith it is their opinion that the total number or dollar amount of shares of the Company Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, offering exceeds the number or dollar amount of shares of Company Common Stock which that can be sold in such offering and/or that without having an adverse effect on the number of shares of Common Stock proposed to be included in any such registration price, timing or takedown would adversely affect the price per share distribution of the Company Common Stock to be sold in such offering, then the Company shall include in such registration or takedown (i) first, the number of shares of the Company Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable SecuritiesHolders, allocated pro rata among all such holders on the basis of the number of shares of the Company Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agreeholders; and (ii) second, the number of shares of the Company Common Stock requested to be included therein by other holders of the Company Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Sandridge Energy Inc)
Piggyback Registration. (a) Whenever If the Company proposes shall at any time propose to register the offer and sale of any shares of its Common Stock under the Securities Act (other than excluding an offering relating solely to an employee benefit plan, an offering relating to a registration (i) pursuant to transaction on Form S-4 or Form S-8), the Company shall promptly notify any Holders with Registrable Securities not already registered under a Registration Statement on Form S-8 of such proposal reasonably in advance of (or other registration solely relating to an offering or sale to employees or directors and in any event at least five (5) Business Days before) the filing of the Company pursuant to any employee stock plan or other employee benefit arrangement)relevant registration statement, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement as applicable (a “Piggyback Registration StatementNotice”) ). The Piggyback Notice shall offer such Holders the opportunity to be used may be used for any include in such registration the number of Registrable Securities not already registered under a Registration Statement as they may request (a “Piggyback Registration”), the . The Company shall give prompt written notice (use commercially reasonable efforts to include in any event no later than fifteen (15) days prior to the filing of each such Piggyback Registration Statement) to the holders of such Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to for which the Company has received written requests within three (3) Business Days after delivery of the Piggyback Notice for inclusion from the holders therein. If a Holder decides not to include all of its Registrable Securities within five (5) days after in a Piggyback Registration, such Holder shall nevertheless continue to have the Company’s notice has been given right to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If include any Piggyback Registration Statement pursuant to which holders of Registrable Securities have not already registered the offer and sale of Registrable Securities is under a Registration Statement on Form S-3 or in any subsequent registration statement as may be filed by the then appropriate form for an offering Company with respect to be made on offerings of Common Stock, all upon the terms and conditions set forth herein. The Holders’ right to Piggyback Registrations shall not encompass a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and right to participate in any an underwritten offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)initiated by the Company or by another Person.
(b) If a Piggyback Registration The Company shall have the right to terminate or Piggyback Shelf Takedown is withdraw any registration initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if by it under this Section 2.02 at any holders of Registrable Securities have time in its sole discretion whether or not any Holder has elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownRegistration.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever If, at any time following the Effective Date until the Registration Rights Termination Date, the Company proposes or is required to register the offer and sale of any shares of its Common Stock file a Registration Statement under the Securities Act with respect to an offering of securities of the Company of the same class as the Registrable Shares (other than such securities “Similar Securities”), whether or not for sale for its own account, on a form and in a manner that would permit registration of the Registrable Shares (excluding a Registration Statement that is (i) pursuant to solely in connection with a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock Special Registration, a dividend reinvestment plan or other employee benefit arrangement)a rights offering, (ii) pursuant to a Demand Registration Statement on Form S-4 (in accordance with Section 3.1 or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), Shelf Registration or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback universal” Shelf Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no as promptly as practicable, but not later than fifteen ten (1510) calendar days prior to the anticipated date of filing of such Registration Statement) , to the holders of Registrable Securities Shareholder of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities Shares with respect to which the Company has received a written requests request from the Shareholder for inclusion from the holders of Registrable Securities therein within five ten (510) calendar days after the date of the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration StatementRegistration”). In the event that the Shareholder makes such written request, the Shareholder may withdraw its Registrable Shares from such holder(sPiggyback Registration by giving written notice to the Company and the managing underwriter, if any, at any time at least two (2) shall have Business Days prior to the righteffective date of the Registration Statement relating to such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 3.2(a), but whether or not the obligation, Shareholder has elected to be notified include Registrable Shares in such registration. No Piggyback Registration shall count towards the number of and Demand Registrations to participate in any offering which the Shareholder is entitled under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”Section 3.1(b).
(b) If a Piggyback Registration or Piggyback Shelf Takedown under Section 3.2(a) is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringunderwritten, the Company shall include in so advise the Shareholder as a part of the written notice given pursuant to Section 3.2(a). In such registration or takedown (i) firstevent, the shares of Common Stock that lead underwriter to administer the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities offering shall be entitled to register chosen by the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownCompany.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the The Company shall include pay all Registration Expenses (subject to and in such registration or takedown (iaccordance with Section 3.7) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with any Piggyback Registration, whether or not any registration or prospectus becomes effective or final or is terminated or withdrawn by the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Combination Agreement (CF Industries Holdings, Inc.)
Piggyback Registration. (ai) Whenever Until the earlier of the date that all Conversion Shares and Warrant Shares covered by such Registration Statement have been sold or can be sold publicly under Rule 144, whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen twenty (1520) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(bSections 6.1(b)(ii) and Section 3(c(iii), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five ten (510) days after the Company’s 's notice has been given to each such holder. A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If at any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate time in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)its sole discretion.
(bii) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company Company, and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that that, in its reasonable and good faith opinion opinion, the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock that can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (1) first, the shares of Common Stock that the Company proposes to sell, and (2) second, the shares of Common Stock requested to be included therein by the holders of Registrable Securities and holders of Common Stock other than holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities and the number of shares of Common Stock other than Registrable Securities (on a fully diluted, as converted basis), as applicable, owned by all such holders or in such manner as they may otherwise agree.
(iii) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that, in its reasonable and good faith opinion, the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i1) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii2) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(div) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Securities Purchase Agreement (GRANDPARENTS.COM, Inc.)
Piggyback Registration. (a) Whenever If, at any time during the six (6) months immediately following the issuance of the Stock Consideration, the Company proposes shall determine to register prepare and file with the offer and sale Commission a Registration Statement relating to an offering for the account of any shares of its Common Stock others under the Securities Act of any of its equity securities (other than a registration (i) pursuant a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) each as promulgated under the Securities Act, (ii) a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 each as promulgated under the Securities Act or any successor rule thereto)Act, or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders shareholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt reasonable written notice (in any event no later than fifteen (15) 45 days prior to the filing anticipated filings of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c)the provisions herein, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) 15 days after the Company’s notice has been given to each such holder. A If the Company does not proceed with or withdraws the filing or the effectiveness of a Piggyback Registration shall not Registration, the Company will be considered a Demand Registration for purposes relieved of Section 2its obligation to register any Registrable Securities in connection with such registration. If any the Company delays the filing or the effectiveness of a Piggyback Registration Statement pursuant Registration, the Company will be permitted to which holders delay the registration of Registrable Securities have registered for the offer and sale same period as the delay in registering such other securities. Each holder of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering subject to be made on a delayed or continuous basis pursuant confidentiality obligations with respect to Rule 415 under the Securities Act any information gained in this process or any other material non-public information he, she or it obtains, and each holder of Registrable Securities or assignee or successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, in interest is subject to be notified of and all applicable laws relating to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or similar restrictions.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary involves an underwritten offering on behalf of the Company and the managing underwriter of the requested Piggyback Registration advises the Company and the holders holder of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownthe Piggyback Registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown Piggyback Registration would adversely affect the price per share of the Common Stock proposed to be sold in such underwritten offering, the Company shall include in such registration or takedown Piggyback Registration (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by other holders of Common Stock (if such other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled have exercised demand registration rights) propose to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agreesell; and (ii) second, the shares of Common Stock requested proposed to be included therein by any other holders of Common Stock, (not otherwise included in (i) above) allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Dolphin Entertainment, Inc.)
Piggyback Registration. (a) Whenever If at any time during the Term of this Agreement, the Company proposes to register the offer and for sale of for cash any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)Stock, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of others (other than the CompanyHolders), and under the Securities Act (i.e. a resale registration) on any form of Registration Statement for registration thereunder (a the “Piggyback Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be used may owned by such consultants could be used for registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, (iii) a shelf registration of Registrable Securities securities on Form S-3, or (a “Piggyback Registration”)iv) an underwritten public offering, then the Company shall give prompt written notice promptly (and in any no event no later less than fifteen twenty (1520) calendar days prior to the filing of such Registration Statement) give written notice thereof to the holders Holders (the “Company Notice”). If a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such Holder shall provide written notice to the Company specifying the number of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering desired to be made on a delayed or continuous basis pursuant to Rule 415 under included (an “Inclusion Notice”) within ten (10) calendar days of the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf date of the Company and Notice (the managing underwriter advises “Inclusion Period”). Provided that, during the Inclusion Period, the Company and receives Inclusion Notices requesting the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share at least a majority of the Common Stock to be sold in such offeringRegistrable Securities, the Company shall include as a Piggyback Registration all of the Registrable Securities specified in such registration or takedown (i) firstthe Inclusion Notices. Notwithstanding the foregoing, the shares Company may, without the consent of Common Stock that any of the Holders, withdraw such Registration Statement prior to its becoming effective if the Company proposes or such other shareholders have elected to sell; (ii) second, abandon the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled proposal to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the registered thereby. The Company shall include in such registration or takedown be obligated to file and cause the effectiveness of only one (i1) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreePiggyback Registration.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Glen Rose Petroleum CORP)
Piggyback Registration. a. Until the earlier of the date that all Registrable Securities have been sold or can be sold publicly under Rule 144 without restriction (a) Whenever including, without limitation, volume and manner-of-sale restrictions), whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities 1933 Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities 1933 Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen twenty (1520) days prior to the filing of such Registration Statement) to the holders of Registrable Securities Investor of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities Investor within five ten (510) days after the Company’s notice has been given to each such holderthe Investor. A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If at any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate time in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)its sole discretion.
(b) b. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company Company, and the managing underwriter advises the Company and the holders of Registrable Securities Investor (if any holders of Registrable Securities have the Investor has elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that that, in its reasonable and good faith opinion opinion, the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock that can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedownwould adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (1) first, the shares of Common Stock that the Company proposes to sell, and (2) second, the Registrable Securities requested to be included therein by the Investor and (3) third, the securities of holders of Common Stock other than the Registrable Securities.
c. If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that, in its reasonable and good faith opinion, the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i1) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown registration, and any Registrable Securities requested to be included therein by the holders of Registrable SecuritiesInvestor, allocated pro rata among all such holders and the Investor on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or requested to be included in such manner as they may otherwise agreeregistration by each such holder; and (ii2) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) d. If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder .
e. If the Company is engaged in, or has definitive plans to engage in, any material transaction that, in the reasonable and good faith determination of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Board of Directors of the Company) enter into an underwriting agreement , would be reasonably likely to be materially and adversely affected by disclosure that would be required in customary form connection with a registration, then the underwriter or underwriters selected Company may delay such registration for a period of up to 60 days for so long as the Company is still actively pursuing the transaction that allowed such underwritingdelay.
Appears in 1 contract
Sources: Financing Agreement (Midwest Energy Emissions Corp.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock Ordinary Shares under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders stockholder of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 30 days prior to the filing of such Registration Statement) to the holders holder of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders holder of Registrable Securities within five (5) 30 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders holder of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders holder of Registrable Securities (if any holders holder of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock Ordinary Shares proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock Ordinary Shares proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock Ordinary Shares which can be sold in such offering and/or that the number of shares of Common Stock Ordinary Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock Ordinary Shares to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock Ordinary Shares that the Company proposes to sell; (ii) second, the shares of Common Stock Ordinary Shares requested to be included therein by holders holder of Registrable Securities, allocated pro rata among all such holders holder on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock Ordinary Shares requested to be included therein by holders holder of Common Stock Ordinary Shares other than holders holder of Registrable Securities, allocated among such holders holder in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock Ordinary Shares other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock Ordinary Shares proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock Ordinary Shares proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock Ordinary Shares which can be sold in such offering and/or that the number of shares of Common Stock Ordinary Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock Ordinary Shares to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock Ordinary Shares requested to be included therein by the holder(s) requesting such registration or takedown and by the holders holder of Registrable Securities, allocated pro rata among all such holders holder on the basis of the number of shares of Common Stock Ordinary Shares other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders holder or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock Ordinary Shares requested to be included therein by other holders holder of Common StockOrdinary Shares, allocated among such holders holder in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown S▇▇▇▇ ▇▇▇▇▇▇▇▇ is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. a. Until the earlier of the date that all Registrable Securities have been sold or can be sold publicly under Rule 144 without restriction (a) Whenever including, without limitation, volume and manner-of-sale restrictions), whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities 1933 Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities 1933 Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen twenty (1520) days prior to the filing of such Registration Statement) to the holders of Registrable Securities Stockholder of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities Stockholder within five ten (510) days after the Company’s notice has been given to each such holderthe Stockholder. A The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If at any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate time in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)its sole discretion.
(b) b. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company Company, and the managing underwriter advises the Company and the holders of Registrable Securities Stockholder (if any holders of Registrable Securities have the Stockholder has elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that that, in its reasonable and good faith opinion opinion, the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock that can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedownwould adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock that the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included therein by the Stockholder and (iii) third, the securities of holders of Common Stock other than the Registrable Securities.
c. If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that, in its reasonable and good faith opinion, the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown registration, and any Registrable Securities requested to be included therein by the holders of Registrable SecuritiesStockholder, allocated pro rata among all such holders and the Stockholder on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or requested to be included in such manner as they may otherwise agreeregistration by each such holder; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) d. If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder .
e. If the Company is engaged in, or has definitive plans to engage in, any material transaction that, in the reasonable and good faith determination of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Board of Directors of the Company) enter into an underwriting agreement , would be reasonably likely to be materially and adversely affected by disclosure that would be required in customary form connection with a registration, then the underwriter or underwriters selected Company may delay such registration for a period of up to 60 days for so long as the Company is still actively pursuing the transaction that allowed such underwritingdelay.
Appears in 1 contract
Sources: Debt Repayment and Exchange Agreement (Midwest Energy Emissions Corp.)
Piggyback Registration. (a) Whenever Subject to the terms and conditions of this Agreement, if at any time the Company proposes files a registration statement under the 1933 Act with respect to register the offer and sale an offering of any shares of its Common Stock under or any other equity securities of the Securities Act Company (such Common Stock and other equity securities collectively, “Other Securities”), whether or not for sale for its own account (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (S-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering any successor forms thereto or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) filed solely in connection with any employee benefit or dividend or distribution reinvestment or similar plan), whether for its own account then the Company shall promptly give written notice of such filing to the Investors, which notice shall be given, to the extent reasonably practicable, no later than ten (10) Business Days before the filing or for launch date (the account of one or more stockholders of the Company, “Piggyback Notice”). The Piggyback Notice and the form of Registration Statement contents thereof shall be kept confidential by the Investors and their respective Affiliates and representatives. The Piggyback Notice shall offer each Investor the opportunity to include (a “Piggyback Registration Statement”) or cause to be used may be used for any included) in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as such Investor may request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received from an Electing Investor a written requests request for inclusion from the holders of Registrable Securities therein (a “Piggyback Request”) within five (5) days after Business Days following receipt of any Piggyback Notice by such Electing Investor (but in any event not later than one (1) Business Day prior to the Company’s notice has been given to each such holder. A filing date of a Piggyback Registration Statement), which Piggyback Request shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders specify the maximum number of Registrable Securities have registered intended to be disposed of by such Electing Investor and the offer intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 6 applies unless the Electing Investors shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities. The Electing Investors shall be permitted to withdraw all or part of the Registrable Securities is from a Piggyback Registration Statement on Form S-3 or at any time at least one (1) Business Day prior to the then appropriate form for an offering effective date of the registration statement relating to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)Registration.
(b) If a any Other Securities to be registered pursuant to the registration giving rise to the rights under this Section 6 are to be sold in an underwritten offering, (i) the Company or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (ii) to the extent such Other Securities are of the same class as the Registrable Securities, the Electing Investors shall be permitted to include in such offering any number of the Registrable Securities included in each such Electing Investor’s Piggyback Registration Request on the same terms and conditions as such Other Securities proposed by the Company or Piggyback Shelf Takedown is initiated as a primary any third party to be included in such offering; provided, however, that if the managing underwriter(s) of such underwritten offering on behalf advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the managing underwriter advises total number or dollar amount of such securities that can be sold without having an adverse effect on the Company and price, timing or distribution of the holders Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities (if any holders and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (A) first, all Other Securities being sold by the Company for its own account; (B) second, and only if all the securities referred to in clause (A) have elected to include been included, all Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed requested to be included in such registration or takedownby the Electing Investors, including all pro rata, based on the number of Registrable Securities beneficially owned by such Electing Investors; and (C) third, and only if all the securities referred to in clauses (A) and (B) have been included, all Other Securities of any holders thereof (other shares of Common Stock proposed to be included than the Company and the Electing Investors) requesting inclusion in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Other Securities beneficially owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Other Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Notwithstanding the foregoing, the Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering rights described in Section 6 shall not apply to any Block Trades undertaken by the Company on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration itself or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever If the Company at any time proposes to register the offer and sale of any shares of its Common Stock securities under the Securities 1933 Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or for sale to employees the public, except with respect to registration statements on Forms S-4, S-8 or directors of another form not a▇▇▇▇▇▇▇▇ for registering the Company pursuant Warrant Shares for sale to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan)public, whether for its own account or for the account of one other security holders or more stockholders both, then each such time the Company will give at least 15 days' prior written notice to the Subscriber of its intention so to do and the Subscriber may elect to include its Warrant Shares in such registration statement ("Piggyback Right"). The Warrant Shares to which the Piggyback Right applies (the "Registrable Shares") include only those Warrant Shares that are not otherwise registered and have not ever been registered for resale pursuant to an effective registration statement or are not eligible for resale pursuant to Rule 144 of the 1933 Act. Upon written request of the Subscriber, received by the Company within ten days after the giving of any notice by the Company with respect to a Piggyback Right to register the Registrable Shares, the Company will cause the Registrable Shares as to which registration shall have been so requested by the Subscriber to be included with the securities to be covered by the registration statement proposed to be filed by the Company. In the event that any registration pursuant to this paragraph 5.1 shall be, in whole or in part, an underwritten public offering of common stock of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed Registrable Shares to be included in such registration or takedown, including all Registrable Securities underwriting may be reduced by the managing underwriter if and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or extent that the number Company and the underwriter shall reasonably be of shares of Common Stock proposed to be included in any the opinion that such registration or takedown inclusion would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) marketing of the securities to be included sold by the Company therein; provided, however, that the Company shall notify the Subscriber in writing of any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and reduction. Notwithstanding the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringforegoing provisions, the Company shall include may withdraw or delay or suffer a delay of any registration statement referred to in such registration or takedown (i) first, this paragraph 5.1 without thereby incurring any liability to the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agreeSubscriber.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities Purchased Shares (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) 15 days prior to the filing of such Registration Statement) to the holders of Registrable Securities Purchased Shares of its intention to effect such a registration and, subject to Section 3(b7.2(b) and Section 3(c7.2(c), shall include in such registration all Registrable Securities Purchased Shares with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities Purchased Shares within five (5) 10 days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 27.1. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities Purchased Shares have registered the offer and sale of Registrable Securities Purchased Shares is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities Purchased Shares (if any holders of Registrable Securities Purchased Shares have elected to include Registrable Securities Purchased Shares in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities Purchased Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable SecuritiesPurchased Shares, allocated pro rata among all such holders on the basis of the number of Registrable Securities Purchased Shares owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable SecuritiesPurchased Shares, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable SecuritiesPurchased Shares, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities Purchased Shares and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable SecuritiesPurchased Shares, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities Purchased Shares (on a fully diluted, as converted basis) and the number of Registrable SecuritiesPurchased Shares, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Securities Purchase Agreement (Sun BioPharma, Inc.)
Piggyback Registration. If (abut without any obligation to do so) Whenever the Company proposes to register (including for this purpose a registration effected by the offer and sale of Company for stockholders other than the Series A Investors or Lathi) any shares of its Common Stock stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock option, stock purchase or other stock-based compensation arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration relating solely relating to an offering or sale to employees or directors transaction under Rule 145 of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement Securities Act on Form S-4 (or similar form that relates or successor form) or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) (each such registration not withdrawn or abandoned prior to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (effective date thereof being herein called a “Piggyback Registration”), the Company shall shall, at such time, promptly give prompt each Holder written notice (in any event no of such registration not later than fifteen thirty (1530) days prior to the anticipated filing date of such Registration StatementPiggyback Registration. Upon the written request of each Holder given within twenty (20) to days after mailing of such notice by the holders of Registrable Securities of its intention to effect such a registration andCompany in accordance with Section 19, the Company shall, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes provisions of Section 2. If any Piggyback Registration Statement pursuant 8, use commercially reasonable efforts to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering cause to be made on a delayed or continuous basis pursuant to Rule 415 registered under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf all of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in that each such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock Holder has requested to be included therein by holders registered. The Company shall have no obligation under this Section 3 to make any offering of Registrable Securitiesits securities, allocated pro rata among or to complete an offering of its securities that it proposes to make. Any selling Holder shall be permitted to withdraw all such holders on the basis or any part of the number of its Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If from any Piggyback Registration or at any time prior to the effective date of such Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingRegistration.
Appears in 1 contract
Sources: Registration Rights Agreement (Total Gas & Electricity (PA) Inc)
Piggyback Registration. (a) Whenever the Company Corporation proposes to register the offer and sale or qualify for distribution of any shares of its Common Stock under the Securities Act Shares pursuant to a prospectus or registration statement (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company Corporation pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form F-4 or S-4 (or similar applicable form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan, or (iv) in respect of which a Registration Statement is used and the form of such Registration Statement may not be used for any registration of Registrable Securities), whether for its own account or for the account of one or more stockholders shareholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)Corporation, the Company Corporation shall give prompt written notice (in any event no later than fifteen five (155) days Business Days prior to the filing of such Registration Statement) to the holders of Registrable Securities Shareholder of its intention to effect such a registration and, subject to Section 3(b2.1(b) and Section 3(c2.1(c), shall include in such registration all Registrable Securities with respect to which the Company Corporation has received written requests for inclusion from the holders of Registrable Securities Shareholder (the “Piggyback Registration”) within five (5) days Business Days after the Company’s receipt by the Shareholder of the written notice has been given to each of the Corporation (or such holder. A Piggyback Registration shall not shorter period as may be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 reasonably requested under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”)circumstances in connection with an underwritten offering, provided such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”period is at least 24 hours).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company Corporation and the managing underwriter advises the Company Corporation and the holders of Registrable Securities Shareholder (if any holders of Registrable Securities have the Shareholder has elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock Registrable Securities proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock Shares proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock Registrable Securities which can be sold in such offering and/or that the number of shares of Common Stock Registrable Securities proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock security to be sold in such offering, the Company Corporation shall (i) use commercially reasonable efforts, subject to the Board’s exercise of its fiduciary duties and the advice of the lead underwriters, to include in such Piggyback Registration a maximum number of Registrable Securities, and (ii) assuming all of the Registrable Securities still cannot be included, include in such registration or takedown (iA) first, the shares of Common Stock Registrable Securities that the Company Corporation proposes to sell; and (iiB) second, the shares of Common Stock Registrable Securities requested to be included therein by holders of Registrable Securitiesthe Shareholder and any other shareholder(s) having piggyback rights granted by the Corporation requesting such registration, allocated pro rata among all the Shareholder and such holders on the basis of in proportion to the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock Shares requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among the Shareholder and such holders in such manner as they may agreeholders; provided, that, if any Registrable Securities requested to be qualified by the Shareholder are not otherwise included in such Piggyback Registration, such Registrable Securities that are not so included shall be included, to the fullest extent possible and in any event the holders priority described above, in an over-allotment option which shall be granted to the underwriters in connection with such Piggyback Registration for such amount of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities requested to be qualified by the Shareholder that were not otherwise included in any such registration or takedownPiggyback Registration.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock Shares other than Registrable Securities, and the managing underwriter advises the Company Corporation in writing that in its reasonable and good faith opinion the number of shares of Common Stock Shares proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock Shares proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock Shares which can be sold in such offering and/or that the number of shares of Common Stock Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock Share to be sold in such offering, the Company Corporation shall include in such registration or takedown (i) first, the shares of Common Stock Registrable Securities requested to be included therein by the holder(sShareholder and any other shareholder(s) having piggyback rights granted by the Corporation requesting such registration or takedown and by the holders of Registrable Securitiesregistration, allocated pro rata among all the Shareholder and such holders on the basis of other shareholders in proportion to the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock Shares requested to be included therein by the Shareholder and such other holders of Common Stock, allocated among such holders in such manner as they may agreeshareholders.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the CompanyCorporation, the Company Corporation shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Asset Purchase Agreement (Nouveau Monde Graphite Inc.)
Piggyback Registration. (a) Whenever the Company Borrower proposes to register the offer and sale of any shares of its Common Stock common stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company Borrower shall give prompt written notice (in any event no later than fifteen thirty (1530) days prior to the filing of such Registration Statement) to the holders of Registrable Securities Lender of its intention to effect such a registration and, subject to Section 3(bSections 7.29 (b) and Section 3(c(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2Lender. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have Lender has registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) Lender shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company Borrower and the managing underwriter advises the Company Borrower and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) Lender in writing that in its reasonable and good faith opinion the number of shares of Common Stock common stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock common stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock common stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock common stock to be sold in such offering, the Company Borrower shall include in such registration or takedown (i) first, the shares of Common Stock common stock that the Company Borrower proposes to sell; (ii) second, the shares of Common Stock common stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agreeLender; and (iii) third, the shares of Common Stock common stock requested to be included therein by holders of Common Stock common stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common StockLender, allocated among such holders in such manner as they may agree.
(dc) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the CompanyBorrower, the Company Borrower shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “"Piggyback Registration Statement”") to be used may be used for any registration of Registrable Securities (a “"Piggyback Registration”"), the Company shall give prompt written notice (in any event no later than fifteen (15) than10 days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) 5 days after the Company’s 's notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “"Piggyback Shelf Registration Statement”"), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “"Piggyback Shelf Takedown”").
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) % of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Seven Stars Cloud Group, Inc.)
Piggyback Registration. (a) Whenever If at any time, the Company proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering following the expiration of the Lock-Up Period, or the Company proposes a shelf take-down of Common Shares or securities convertible into, or exchangeable or exercisable for, Common Shares, whether or not for sale for its own account following the expiration of the Lock-Up Period (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (▇-▇, ▇▇▇▇ ▇-▇ or other registration solely relating to an offering any successor forms thereto or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant filed to effectuate an exchange offer or any merger or acquisition, amalgamation, scheme of arrangement, employee benefit, equity compensation, incentive or dividend reinvestment plan or a Registration Statement on Form S-4 Block Trade), then the Company shall give written notice of such filing or offering, which notice shall be given, to the extent reasonably practicable, no later than five (5) Business Days prior to the filing or launch date (the “Piggyback Notice”) to each of the Holders of Registrable Securities (except in the case of an offering that is an “overnight offering”, in which case such notice must be given no later than three (3) Business Days prior to the filing or launch date). The Piggyback Notice shall offer such Holders the opportunity to include (or similar form that relates cause to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iiibe included) in connection with any dividend such registration statement or distribution reinvestment or similar plan)offering the number of Registrable Securities as each such Holder may request (each, whether for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) ). Subject to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”Section 1.8(b), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five therein (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Request”) promptly following delivery of the Piggyback Notice but in any event no later than two (2) Business Days prior to the filing date of a Piggyback Registration Statement”). Notwithstanding the foregoing, such holder(s) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Piggyback Registration Statement, the Company shall have determine for any reason not to proceed with the right, but not proposed registration of the obligation, securities to be notified sold by it, the Company may, at its election, give written notice of and such determination to each Holder that requested to participate in an offering initiated by the Company, and thereupon shall be relieved of its obligation to register any offering under Registrable Securities in connection with such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)registration.
(b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.8 are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters selected by the Company of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Registration or Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Shelf Takedown is initiated Request on the same terms and subject to the same conditions as a primary underwritten offering on behalf any other shares, if any, of the Company included in the offering, and any Holders exercising piggyback rights will enter into an underwriting agreement with the managing underwriters and the Company setting forth such terms. Notwithstanding the foregoing, if the managing underwriter advises or underwriters of such underwritten offering advise the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and or their good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, securities exceeds the number of shares of Common Stock securities which can be sold in such offering and/or that the number in light of shares of Common Stock proposed market conditions or is such so as to be included in any such registration or takedown would adversely affect the price per share success of the Common Stock to be sold in such offering, the Company shall will include in such registration or takedown offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the shares of Common Stock that securities proposed to be sold by the Company proposes to sellfor its own account; (ii) second, the shares Registrable Securities of Common Stock the Holders that have requested to be included therein by holders of Registrable Securitiesparticipate in such underwritten offering, allocated pro rata among all such holders Holders on the basis of the number percentage of the Registrable Securities then-owned by each such holder or in such manner as they may otherwise agreeHolders; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock any other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) securities of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed have been requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder For the avoidance of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering doubt, a piggyback sale shall (together with not count against the Company) enter into an underwriting agreement limitations in customary form with the underwriter or underwriters selected for such underwritingSection 1.6(a).
Appears in 1 contract
Sources: Registration Rights Agreement (James River Group Holdings, Ltd.)
Piggyback Registration. (a) Whenever At any time after the one (1) year anniversary of the Closing Date (as defined in the Merger Agreement), if (and on each occasion that) the Company proposes to register the offer and sale of any shares of its Common Stock securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (Section 4.1 or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (iiSection4.2) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders any of its security holders and such registration permits the inclusion of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (each such registration not withdrawn or abandoned prior to the effective date thereof being herein referred to as a “Piggyback Registration”), the Company shall give prompt written notice (to all Holders of such proposal promptly, but in any no event no later than fifteen ten (1510) days Business Days prior to the anticipated filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)date.
(b) If a Subject to the provisions contained in paragraphs (a) and (c) of this Section 4.3 and in the last sentence of this paragraph (b), the Company will be obligated and required to include in each Piggyback Registration or Piggyback Shelf Takedown is initiated such Registrable Securities as requested in a primary underwritten offering on behalf written notice from any Holder delivered to the Company no later than five (5) Business Days following delivery of the Company and the managing underwriter advises notice from the Company and the holders specified in Section 4.3(a). The Holders of Registrable Securities (if shall be permitted to withdraw all or any holders part of Registrable Securities their shares from any Piggyback Registration at any time on or before the fifth business day prior to the planned effective date of such Piggyback Registration, except as otherwise provided in any written agreement with the Company’s underwriter(s) establishing the terms and conditions under which such Holders would be obligated to sell such securities in such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration prior to the effectiveness of such registration, whether or not the Holders have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedownregistration.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering Underwritten Offering on behalf of a holder of Common Stock Company securities other than Registrable SecuritiesHolders, and the managing underwriter advises underwriter(s) advise the Company in writing that in its or their reasonable and good faith opinion the number of shares of Common Stock securities proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offeringUnderwriters’ Maximum Number, then the Company shall include in such registration or takedown (i) first, the shares number of Common Stock securities requested to be included therein by the holder(s) originally requesting such registration or takedown and by the holders of Registrable Securitiesregistration, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares number of Common Stock securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with Section 4.3(a), pro rata on the basis of the aggregate number of Registrable Securities requested to be included by each such Holder and (iii) third, any other holders of Common Stock, allocated among such holders in such manner as they may agreesecurities that have been requested to be so included by any other person.
(d) If In any Piggyback Registration or Piggyback Shelf Takedown that is initiated as a primary underwritten offering on behalf of the Companyan Underwritten Offering, the Company shall have the right to select the investment banking firm or firms managing underwriter(s) for such registration.
(e) The Company shall not grant to act as any Person the managing underwriter or underwriters right to request the Company to register any shares of Company securities in connection with a Piggyback Registration unless such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together rights are consistent with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingprovisions of this Section 4.3.
Appears in 1 contract
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act for sale to the public (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any permits the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen thirty (1530) days prior to the filing of such Registration Statement) to the holders of Registrable Securities Investor of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities Investor within five twenty (520) days after the Company’s notice has been given to each such holderthe Investor. The Company may postpone or withdraw proceeding with a Piggyback Registration at any time in its sole discretion if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary an underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities Investor (if any holders of Registrable Securities have the Investor has elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which that can be sold in such underwritten offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would materially and adversely affect the price per share of the Common Stock proposed to be sold in such offering or would otherwise materially and adversely affect the timing or distribution of the Common Stock proposed to be sold in such offering, the Company shall include in such registration or takedown the shares of Common Stock requested to be included therein by the Company and by holders of Common Stock (including the Investor), allocated on a pro rata basis; provided that in the case of a Piggyback Registration initiated on behalf of the Company as a primary offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agreeInvestor; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securitiesthe Investor, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown..
(c) If a any Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder the Company or by holders of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering , and shall (together with establish the Company) enter into an underwriting agreement price and other terms thereof in customary form with the underwriter or underwriters selected for such underwritingits reasonable discretion.
Appears in 1 contract
Sources: Registration Rights Agreement (Bentley Systems Inc)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five seven (57) days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf TakedownRegistration) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty twenty percent (3020%) of the securities to be included in any such registration or takedownregistration.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownregistration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Equity Exchange Agreement (Daybreak Oil & Gas, Inc.)
Piggyback Registration. (a) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (Act, other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, Company and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen five (155) days prior to the filing of such Registration Statement) to the holders of Registrable Securities Investor of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities Investor within five (5) days after the Company’s notice has been given to each such holderthe Investor. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have the Investor has registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 F-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) it shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) Investor in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agreeInvestor; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) 50% of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable SecuritiesInvestor, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (RYB Education, Inc.)
Piggyback Registration. (a) Whenever If at any time during an Initial Shelf Failure or after the Shelf Registration Expiration Date, while any Registrable Shares are outstanding and no Demand Shelf Registration Statement is in effect, the Company (without any obligation to do so) proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating any successor form to an offering such Form or sale to employees or directors of the Company pursuant to in connection with any employee stock plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)form to such Form or in connection with an exchange offer, or (iii) in connection with any dividend a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or distribution reinvestment its affiliates, or similar plan(v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)account, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer each Holder the opportunity to register such amount of its Registrable Shares of Common Stock received from the Company upon the redemption of some or all of its Units, as such Registration Statement) Holder may request (a "Piggyback Registration"). Subject to the holders provisions of Registrable Securities of its intention to effect such a registration andSection 2 below, subject to Section 3(b) and Section 3(c), the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the securities or "Blue Sky" laws of the various states and in any underwriting in connection therewith all such Registrable Securities with respect to Shares for which the Company has received written requests for inclusion from the holders of Registrable Securities therein within five fifteen (515) calendar days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders. A Holder of such Registrable Shares shall be permitted to withdraw all or part of such Holder's Registrable Shares from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time prior to the effective date of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) Registration. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriter advises the Company and that the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the total number of shares of Common Stock proposed requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that offering, the number of Company will include in such registration in the following priority: (i) first all shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, allocated among the Holders requesting registration on a pro rata basis and (iii) third, if such Piggyback Registration Statement is being used to register shares of the Company's Common Stock held by other holders of registration rights, up to the full number of applicable Registrable Shares and such other shares of Common Stock, other than the underwritten primary shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) thirdregistration, which, in the shares opinion of Common Stock requested to such managing underwriter, can be included therein by holders sold without adversely affecting the price range or profitability of Common Stock other than holders success of Registrable Securitiessuch offering, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If rights requesting registration on a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Summit Properties Inc)
Piggyback Registration. If (abut without any obligation to do so) Whenever the Company proposes to register (including for this purpose a registration effected by the offer and sale of Company for stockholders other than the Trust) any shares of its Common Stock stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock option, stock purchase or other stock-based compensation arrangement to the extent includable on Form S-8 (or similar or successor form), or a registration relating solely relating to an offering or sale to employees or directors transaction under Rule 145 of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement Securities Act on Form S-4 (or similar form that relates to or successor form) or a transaction subject to Rule 145 under registration in which the Securities Act only Common Stock being registered is Common Stock issuable upon conversion of debt securities or any successor rule thereto), Common Stock comprising part of a unit or (iii) otherwise sold in connection with any dividend the issuance or distribution reinvestment sale of debt securities which are also being registered) (each such registration not withdrawn or similar plan), whether for its own account or for abandoned prior to the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (effective date thereof being herein called a “Piggyback Registration”), the Company shall shall, at such time, promptly give prompt each Holder of Registrable Securities written notice (in any event no of such registration not later than fifteen forty-five (1545) days prior to the anticipated filing date of such Registration Statement) to Piggyback Registration. Upon the holders written request of each Holder of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities given within five twenty (520) days after the Company’s delivery of such notice has been given by the Company in accordance with Section 18, the Company shall, subject to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes the provisions of Section 2. If any Piggyback Registration Statement pursuant 8, use commercially reasonable efforts to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering cause to be made on a delayed or continuous basis pursuant to Rule 415 registered under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf all of the Company and the managing underwriter advises the Company and the holders Registrable Securities that each such Holder of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock has requested to be included therein by holders registered. The Company shall have no obligation under this Section 3 to make any offering of Registrable Securitiesits securities, allocated pro rata among all such holders on the basis or to complete an offering of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested its securities that it proposes to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders make. Any selling Holder of Registrable Securities shall be entitled permitted to register the offer and sale withdraw all or distribute at least thirty percent (30%) any part of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If from any Piggyback Registration or at any time prior to the effective date of such Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingRegistration.
Appears in 1 contract
Sources: Registration Rights Agreement (Sports Entertainment Enterprises Inc)
Piggyback Registration. (a) Whenever If, any time thirty (30) days after the date hereof, the Company proposes shall determine to register the offer and for sale of for cash any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement)Stock, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one others (other than the Holders), other than (i) a registration relating solely to employee benefit plans or more stockholders of securities issued or issuable to employees, consultants (to the Company, and extent the form of Registration Statement (a “Piggyback Registration Statement”) securities owned or to be used may owned by such consultants could be used for registered on Form S-8 (or its then equivalent form) or any of their Family Members (including a registration on Form S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 (or its then equivalent form) in connection with a merger, acquisition, divestiture, reorganization or similar event, or (iii) a transaction relating solely to the sale of debt or convertible debt instruments, then the Company shall promptly give to each Holder of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt that are not then registered on an effective Registration Statement written notice thereof (but in any no event no later than fifteen twenty (1520) calendar days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration andstatement), and shall, subject to Section 3(b) and Section 3(c), shall include as a Piggyback Registration all of the Registrable Securities (including any Registrable Securities that are removed from the Registration Statement as a result of a requirement by the Commission staff), specified in a written request delivered by the Holder thereof within ten (10) calendar days after delivery to the Holder of such written notice from the Company. However, the Company may, without the consent of such Holders, withdraw such registration all Registrable Securities with respect statement prior to which its becoming effective if the Company has received written requests for inclusion from or such other selling stockholders have elected to abandon the holders of Registrable Securities within five (5) days after proposal to register the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering securities proposed to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)registered thereby.
(b) If a Piggyback Registration or is for a registered public offering that is to be made by an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 3(a) in connection with the Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf Registration. In that event, the right of any Holder to Piggyback Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the Company and any other stockholders of the Company and selling their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter advises selected for such underwriting by the Company and or such other selling stockholders, as applicable. Notwithstanding any other provision of this Section 3(b), if the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration underwriter or Piggyback Shelf Takedown) in writing the Company determines that in its reasonable and good faith opinion marketing factors require a limitation on the number of shares of Common Stock proposed or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of shares of Registrable Securities to be included in such registration and underwriting shall be allocated among such Holders as follows:
(i) If the Piggyback Registration was initiated by the Company, the number of shares that may be included in the registration and underwriting shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all Holders exercising piggyback registration rights who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein; and
(ii) If the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or takedownstockholders of the Company (other than the Holders) then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling stockholders who exercised such demand to the extent of their demand registration rights, including subject to obligations and commitments existing as of the date hereof, to all Holders exercising piggyback registration rights who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein, and then, subject to obligations and commitments existing as of the date hereof, to the Company. No Registrable Securities and all other shares excluded from the underwriting by reason of Common Stock proposed to the underwriter’s marketing limitation shall be included in such underwritten offering, exceeds registration. If any Holder disapproves of the number terms of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock underwriting, such Holder may elect to be sold in withdraw such offering, Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. The Registrable Securities so withdrawn from such underwriting shall include in also be withdrawn from such registration or takedown (i) firstregistration; provided, however, that, if by the shares withdrawal of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of such Registrable Securities, allocated pro rata among all such holders on the basis of the a greater number of Registrable Securities owned held by each such holder or in such manner as they other Holders may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown(up to the maximum of any limitation imposed by the underwriters), including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, then the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested offer to be all Holders who have included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) in the registration the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the number of Registrable Securities, as applicable, owned by all such holders or same proportion used above in such manner as they may otherwise agree; and (ii) second, determining the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the underwriter limitation. The Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (ai) Whenever If (and on each occasion that) the Company proposes to register any of its securities under the offer and sale Act in connection with a Public Offering or effect an underwritten Public Offering under an effective Registration Statement, either for the Company's own account and/or for the account of any shares of its Common Stock under the Securities Act (securityholders, other than any such registration described in the last sentence of clause (ii) below (each such registration being herein called a "Piggyback Registration"), then the Company will give written notice to all Holders who then hold Registrable Securities of the Company's intention to effect such Piggyback Registration not later than the earlier to occur of (A) thirty days prior to the anticipated initial filing date of such Piggyback Registration if such registration is on Form S-3, and (B) forty-five days prior to such date if the registration is on any other form.
(ii) Subject to the provisions contained in Section 12(b) and in the last sentence of this clause (ii), in connection with any registration subject to the provisions of this Section 12(a), if within twenty days after the date of the Company notice pursuant to clause (i) pursuant above Holders of Registrable Securities request the inclusion of some or all of the Registrable Securities owned by them in such registration (in the form of shares of Common Stock to a be obtained upon exercise of the Warrants then held by them), the Company will use commercially reasonable efforts to effect the registration under the Act of all Registrable Securities which such Holders request to be registered. Holders of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities of such Holders from any Piggyback Registration Statement at any time prior to the final filing (which has been made by and in the discretion of the Company) of such Piggyback Registration. Notwithstanding anything herein to the contrary, the Company will not be obligated or required to include any Registrable Securities in any registration effected on Form S-4 (or any similar successor form); on Form S-8 (or other registration any similar successor form) solely relating to implement an offering employee benefit plan (including any option plan) or sale to employees or directors a transaction of the Company pursuant type to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to which Rule 145 under of the Securities Act Commission or any successor rule thereto)provision is applicable, or (iii) in connection with any a dividend or distribution reinvestment or similar plan), whether for its own account or direct stock purchase plan for the account of one or more stockholders benefit of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within five (5) days after the Company’s notice has been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)'s stockholders.
(b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Piggyback Registration. (a) Whenever If at any time after the date hereof, while ---------------------- any Registrable Shares are outstanding and no Demand Registration Statement is in effect, the Company (without any obligation to do so) proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (S- 8 or other registration solely relating any successor form to an offering such Form or sale to employees or directors of the Company pursuant to in connection with any employee stock plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any 3 successor rule thereto)form to such Form or in connection with an exchange offer, or (iii) in connection with any a rights offering or a dividend reinvestment and share purchase plan offered exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or distribution reinvestment its affiliates, or similar plan(v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)account, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer each Holder the opportunity to register such amount of its Registrable Shares of Common Stock received from the Company upon the redemption of some or all of its Units, as such Registration Statement) Holder may request (a "Piggyback Registration"). Subject to the holders provisions of Registrable Securities of its intention to effect such a registration andSection 3 below, subject to Section 3(b) and Section 3(c), the Company shall include in such registration all the Registrable Securities with respect to Shares for which the Company has received written requests for inclusion from in such Piggyback Registration, in the holders registration and qualification for sale under the securities or "Blue Sky" laws of Registrable Securities the various states and in any underwriting in connection therewith. Such written notification shall be provided by the Holder to the Company within five fifteen (515) calendar days after the Company’s notice referred to above has been given by the Company to each such holderHolder. A Holder of Registrable Shares shall be permitted to withdraw all or part of such Holder's Registrable Shares from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time prior to the effective date of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) Registration. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriter advises the Company and that the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the total number of shares of Common Stock proposed requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to reasonably be sold in such offering, the Company shall will include in such registration or takedown in the following priority: (i) first, the all shares of Common Stock that the Company proposes to sell; sell and (ii) second, up to the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the full number of applicable Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock Shares requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedownwhich, including all Registrable Securities and all other shares in the opinion of Common Stock proposed to be included in such underwritten offeringmanaging underwriter, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would without adversely affect affecting the price per share range or probability of the Common Stock to be sold in success of such offering, which shall be allocated among the Company shall include in such Holders requesting registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such and any other person who has been given "piggyback" registration or takedown and by the holders of Registrable Securities, allocated rights on a pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
Appears in 1 contract
Sources: Registration Rights Agreement (Bradley Real Estate Inc)
Piggyback Registration. (aIf at any time after the Shelf Registration Expiration Date and while any Registrable Shares are outstanding and a Registration Statement applicable to Holders under Sections 3(a) Whenever or 3(b) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register the offer and sale of any shares of its Common Stock file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating any successor form to an offering such Form or sale to employees or directors of the Company pursuant to in connection with any employee stock plan or other employee director welfare, benefit arrangement)or compensation plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto)form to such Form or in connection with an exchange offer, or (iii) in connection with any dividend a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or distribution reinvestment its subsidiaries, or similar plan(v) relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for its own account or for the account of one or more stockholders of the Company, and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”)account, the Company shall give prompt written notice (in any event no later than fifteen (15) days prior of such proposed filing to the filing Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of such Registration Statement) Registrable Shares as each Holder may request (a “Piggyback Registration”). Subject to the holders provisions of Registrable Securities of its intention to effect such a registration andSection 4 below, subject to Section 3(b) and Section 3(c), the Company shall include in such registration Piggyback Registration all Registrable Securities with respect to Shares for which the Company has received written requests for inclusion from the holders of Registrable Securities therein within five (5) 30 calendar days after the Company’s notice referred to above has been given by the Company to each such holderthe Holders. A Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration shall not be considered a Demand Registration for purposes at any time prior to the effective date of Section 2. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”).
(b) Registration. If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a an underwritten primary underwritten offering registration on behalf of the Company and the managing underwriter advises the Company and that the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration or Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the total number of shares of Common Stock proposed Shares requested to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which Shares that can be sold in such offering and/or that without impairing the number pricing or other commercial practicality of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall will include in such registration or takedown Common Shares in the following priority: (i) first, the shares full number of Common Stock that the Company proposes to sell; (ii) second, the shares of Common Stock Shares requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled to register the offer and sale or distribute at least thirty percent (30%) of the securities to be included in any such registration or takedown.
(c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Securities and all other shares by holders of Common Stock proposed Shares with piggyback registration rights prior or superior to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share those of the Common Stock to be sold in such offeringHolders, the Company shall include in such registration or takedown (i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration or takedown and by the holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, (A) Common Shares the shares of Company proposes to sell, (B) Common Stock Shares requested to be included therein in such registration by any Holders, and (C) Common Shares requested to be included in such registration by other holders of Common Stock, allocated among Shares with piggyback registration rights of priority similar to the Holders (with the number of such holders in such manner as they may agree.
(d) If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf Common Shares of the Company, the Company shall select Holders, and such other holders, respectively, to be included in the investment banking firm or firms Piggyback Registration to act as the managing underwriter or underwriters in connection with such offering. Each holder of Registrable Securities proposing to distribute their Registrable Securities through such underwritten offering shall (together with be allocated pro rata among the Company) enter into an underwriting agreement , the Holders, and such other holders of Common Shares on the basis of the total number of Common Shares requested to be included in customary form with such registration by all of the underwriter or underwriters selected for Company, the Holders and such underwritingother holders of Common Shares).
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (American Campus Communities Inc)