Registration on Request Clause Samples

Registration on Request. At any time and from time to time after the date hereof, upon the request of any holder or group of holders holding (x) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Series A Preferred Stock ("Securities") and/or (y) at least a majority of the number of shares of Common Stock issued or issuable upon conversion of the Company's Convertible Notes, for a registration of Registrable Securities (a "Demand Request"), the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 4 hereof, will use its best efforts to effect the registration under the Securities Act of (A) the Registrable Securities which the Company has been so requested to register in accordance with the Demand Request for disposition in accordance with the intended method or methods of disposition stated in such request, and (B) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within twenty (20) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, that the Company shall not be required to effect more than one (1) registration pursuant to this Section 1 (a "Demand Registration") during any twelve (12) month period. Notwithstanding anything to the contrary contained herein, upon the effectiveness of a Registration Statement on Form S-1 or Form S-3 covering all of the Registrable Securities held by the Lenders, the Company shall have no further obligations hereunder.

Registration on Request. (i) The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of dispos...

Registration on Request. Except as provided in subsection (b) of this Section 2, upon the written request of Investors owning at least a majority of the then outstanding Registrable Securities that Holdings effect pursuant to this Section 2(a) the registration of the requesting Investors' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), Holdings shall, as expeditiously as reasonably possible, notify all other Investors of such request (and allowing them to participate therein), and use its best efforts to effect the registration under the Securities Act of the Registrable Securities of all Investors which Holdings has been so requested to register. Notwithstanding the above, Holdings shall not be obligated to take any action to effect any registration requested by the Investors pursuant to the previous sentence (i) after two years from the Closing Date, or (ii) after Holdings has effected one (1) registration pursuant to this Section 2(a) and such registration has been declared or ordered effective. Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2(a) shall not be deemed to have been effected (i) unless it has become effective and remains effective for at least 180 days; provided, however, that a registration which does not become effective after Holdings has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Investor, in its sole discretion, to proceed with such registration shall be deemed to have been effected by Holdings at the request of the Investors unless the requesting Investor shall have elected to pay all expenses of registration provided for in Section 5 below in connection with such registration, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other govern-mental agency or court for any reason other than a misrepresentation or an omission by any participating Investor, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of some wrongful act or omission, or act or omission in bad faith, by any participating Investor. Holdings shall not be obligated to effect any registration pursuant to this Section 2(a) within 90 days after the effectiv...

Registration on Request. (a) Concurrently with or from time to time after the Lock-Up Period, upon the written request of one or more holders of Registrable Securities, requesting that the Company effect the registration under the Securities Act of all or a portion of such holders’ Registrable Securities and specifying the intended method of disposition thereof and whether or not such requested registration is to be an underwritten offering, the parties hereto agree as follows: (i) The Company will promptly give written notice of such requested registration to all other holders of Registrable Securities, if any; and (ii) Subject to the limitations set forth in Section 2.1(e) below, the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of: (A) the Registrable Securities that the Company has been so requested to register by such holders, and (B) all other Registrable Securities that the Company has been requested to register by the holders thereof by written request given to the Company within five Business Days after the giving of such written notice by the Company specified in Section 2.1(a)(i) all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered.

Registration on Request. (a) In case the Holding Company shall receive from one or more holders of any Registrable Shares a written request or requests that the Holding Company effect any registration, qualification and/or compliance of any Registrable Shares held by (or issuable to) such holder or holders, and specifying the intended method of offering, sale and distribution, the Holding Company will: (i) promptly give written notice of the proposed registration, qualification and/or compliance to each holder of any Registrable Shares; and (ii) as soon as practicable, effect such registration, qualification and/or compliance (including, without limitation, the execution of an undertaking for post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of such amount of Registrable Shares as is specified in a written request or requests, made within 30 days after receipt of such written notice from the Holding Company, by any holder or holders of any Registrable Shares. (b) The obligations of the Holding Company under this section 11.1 are subject to the following qualifications: (i) except as provided in section 11.1(b)(v), the Holding Company shall only be obligated to effect two registrations pursuant to this section 11.1; (ii) the Holding Company shall not be obligated to effect any registration pursuant to this section 11.1 unless (A) the Holding Company shall have been requested to do so by the holder or holders of at least 50% of the Registrable Shares at the time outstanding and/or issuable and (B) the aggregate gross proceeds (before all fees, expenses and disbursements related thereto and all underwriters' discounts and commissions) from the sale of the Registrable Shares requested to be registered and sold in such registration (determined reasonably by the Holding Company and the holder or holders of 66-2/3% or more of the Registrable Shares to be included in such registration) is at least $2,500,000; (iii) the Holding Company shall not be obligated to cause any registration statement relating to a registration requested pursuant to this section 11.1 to become effective prior to March 13, 2000; (iv) the Holding Company shall pay all Registration Expenses related to any registration, qualification and ...

Registration on Request. At any time after the 90th day following the First Closing (as defined in the Stock Purchase Agreement), upon written request by the Holders of at least a majority (by number of shares) of the Registrable Securities, NationsRent shall utilize best reasonable efforts to cause, as soon as practicable following the date of such notice, a registration statement to be filed under the Securities Act or a pending registration statement to be amended for the purpose of registering the Registrable Securities for resale by the requesting Holders in accordance with the intended method of disposition stated in such request; provided that NationsRent shall not be required to effect any registration pursuant to this Section 1(a) on more than three (3) separate occasions. Each request for a demand registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. NationsRent shall give all other Holders written notice of such written request within ten (10) days thereof and give all other Holders the opportunity to request that their Registrable Securities be included in the registration statement filed with the SEC. No request for registration may be made pursuant to this Section 1(a) unless the Registrable Securities requested to be registered on behalf of requesting Holders total at least 25% of the aggregate number of Registrable Securities acquired by the Holders in the First Closing and the Second Closing (as defined in the Stock Purchase Agreement) or have a market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 1(a)) of at least $25 million at the close of the last trading day prior to such request.

Registration on Request. (Demand Registration).

Registration on Request. (1) For a period of two years following the Closing, upon the written request of holders holding Registrable Securities requesting that the Parent effect the registration under the Securities Act of not less than 500,000 shares of such Registrable Securities, the Parent shall promptly provide written notice of such request to all holders of Registrable Securities, and thereupon will use its best efforts to register under the Securities Act the Registrable Securities held by such (2) The registration rights granted hereby are subject to the following limitations: (i) the Parent shall not be obligated to file more than one such registration statements pursuant hereto; (ii) the Parent shall not be obligated to cause any registration statement filed hereunder to be declared effective less than six months after the effective date of any other registration statement filed by the Parent; and (iii) if with respect thereto, the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Parent at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the holders requesting registration agree to pay the expenses of the Parent in connection with such an audit other than the regular audit). In addition, the Parent shall have the right to postpone the filing of any registration statement requested pursuant hereto for up to three (3) months if, in the opinion of the Board of Directors of the Parent, the filing of any such registration statement would interfere with any material transaction then being pursued by the Parent or other material, pending development. The Parent shall select any underwriter or underwriters used in connection with any public offering of securities registered pursuant to this paragraph. (3) The Parent may elect to include in any registration statement filed and any offering pursuant hereto, newly issued shares of Common Stock and shares held by other stockholders of the Parent ("Other Sellers"); provided that if the number of securities desired to be offered by the Parent and such Other Sellers together with the Registrable Securities which the Parent has been requested to register exceeds the maximum number of securities which any managing underwriter recommends including in the offering, then the holders of Registrable Securities and the Parent...

Registration on Request. (a) In case the Holding Company shall receive from one or more holders of any Registrable Shares a written request or requests that the Holding Company effect any registration, qualification and/or compliance of any Registrable Shares held by (or issuable to) such holder or holders, and specifying the intended method of offering, sale and distribution, the Holding Company will: (i) promptly give written notice of the proposed registration, qualification and/or compliance to each holder of any Registrable Shares; and (ii) as soon as practicable, effect such registration, qualification and/or compliance (including, without limitation, the execution of an undertaking for post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of such amount of Registrable Shares as is specified in a written request or requests, made within 30 days after receipt of such written notice from the Holding Company, by any holder or holders of any Registrable Shares. (b) The obligations of the Holding Company under this section 5.1 to effect any such registration, qualification and/or compliance are subject to the following qualifications: (i) the Holding Company shall only be obligated to effect three registrations pursuant to this section 5.1, provided that if, in connection with any registration of Registrable Shares effected pursuant to this section 5.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration all of the Registrable Shares for which registration has been requested, then the holder or holders of the Registrable Shares shall be entitled to an additional registration of Registrable Shares pursuant to this section 5.1; (ii) the Holding Company shall not be obligated to effect any registration requested pursuant to this section 5.1 prior to the expiration of 120 days after the consummation of the Holding Company's initial public offering; (iii) the Holding Company shall not be obligated to effect any registration requested pursuant to this section 5.1 unless it shall have been requested to do so by the holder or holders of a majority of the Registrable Shares at the time outstanding; (iv) the Holding Company shall not include in any re...