Common use of Registration on Request Clause in Contracts

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 effective date of any underwritten public offering by Holdings or of any previous registration withdrawn at the request of the requesting Investors. Holdings may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) if the financial advisor and/or underwriter to Holdings certifies to the Investors that such registration would reasonably be expected to have a material adverse effect on Holdings; provided, however, that in such event the Investors requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as the one permitted registration under this Section 2(a) and Holdings shall pay all the above referenced registration expenses in connection with such postponed or withdrawn registration.

Appears in 4 contracts

Sources: Merger Agreement (Kruger Paul), Merger Agreement (Boundless Motor Sports Racing Inc), Merger Agreement (Kruger Paul)

Registration on Request. (a) Except as provided in subsection (b) of this Section 22.1, upon the written request of Investors owning at least a majority of the then outstanding Registrable Securities Holder requesting that Holdings the Company effect pursuant to this Section 2(a) 2.1 the registration of the requesting Investors' Holder's Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), Holdings the Company 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 the Holder which Holdings the Company has been so requested to register. Notwithstanding the above, Holdings . (b) The Company shall not be obligated to take any action to effect any registration requested by the Investors Holder pursuant to the previous sentence Section 2.1(a) hereof (i) before three months after the date of this Warrant, (ii) after two years from the Closing Datedate of this Warrant, or (iiiii) after Holdings the Company has effected one (1) registration two such registrations pursuant to this Section 2(a) 2.1 and each such registration has been declared or ordered effective. . (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2(a) 2.1 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 the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Investor, in its sole discretion, the Holder to proceed with such registration shall be deemed to have been effected by Holdings the Company at the request of the Investors Holder unless the requesting Investor Holder shall have elected to pay all expenses of registration provided for Company Registration Expenses (as defined in Section 5 below 4) 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 Investorthe Holder, and such stop order, injunction or other order or requirement has not been removed, withdrawn or otherwise satisfied within sixty days after the date it was issued or entered, 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 effective date of any underwritten public offering by Holdings or of any previous registration withdrawn at the request of the requesting Investors. Holdings may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) if the financial advisor and/or underwriter to Holdings certifies to the Investors that such registration would reasonably be expected to have a material adverse effect on Holdings; provided, however, that in such event the Investors requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as the one permitted registration under this Section 2(a) and Holdings shall pay all the above referenced registration expenses in connection with such postponed or withdrawn registrationHolder.

Appears in 4 contracts

Sources: Warrant Agreement (Wavo Corp), Warrant Agreement (Wavo Corp), Warrant Agreement (Wavo Corp)

Registration on Request. (a) Except as provided in subsection (b) of this Section 22.2 below, upon the written request of Investors owning at least a majority of the then outstanding Registrable Securities Holder requesting that Holdings the Company effect pursuant to this Section 2(a) 2.1 the registration of the requesting Investors' Holder's Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered, which shall not be less than fifty percent of the then outstanding Registrable Securities), Holdings the Company shall, as expeditiously as reasonably possible, notify use all other Investors of such request (and allowing them to participate therein), and use its best commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities of all Investors the Holder which Holdings the Company has been so requested to register. Notwithstanding the above, Holdings . (b) The Company shall not be obligated to take any action to effect any registration requested by the Investors Holder pursuant to the previous sentence Section 2.1(a) hereof (i) after two years from the Closing Dateprior to ▇▇▇▇▇ ▇▇, or ▇▇▇▇, (ii▇▇) after Holdings November 2, 2002, (iii) after the Company has effected one (1) such registration pursuant to this Section 2(a) 2.1 and such registration has been declared or ordered effective. , or (iv) the Holder has previously rejected the opportunity to participate in a registration with respect to any Registrable Securities pursuant to Sections 2.1(a) or 2.2(a) hereof, the Holder's Registrable Securities would have been included in said registration but for said rejection by the Holder and such registration has been declared or ordered effective. (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2(a) 2.1 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 the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Investorthe Holder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by Holdings the Company 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 registrationHolder, (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 governmental agency or court (which is not vacated or satisfied within ten (10) days after it is instituted) for any reason other than a misrepresentation or an omission by any participating Investorthe Holder, 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 the Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2(a) 2.1 within 90 days after the effective date of any underwritten public offering by Holdings the Company or of any previous registration withdrawn at the request of the requesting InvestorsHolders. Holdings The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) 2.1 if the financial advisor and/or underwriter to Holdings the Company certifies to the Investors holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on Holdings; providedthe Company or any of its subsidiaries, howevertaken as a whole, provided that in such event the Investors holders of Registrable Securities initially requesting such registration Registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration Registration shall not count as the one permitted registration under this Section 2(a) 2.1 and Holdings the Company shall pay all the above referenced registration expenses Registration Expenses in connection with such postponed or withdrawn registration. The Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve-month period.

Appears in 1 contract

Sources: Warrant Agreement (Axs One Inc)

Registration on Request. (a) Except as provided in subsection (b) of this Section 22.1, upon the written request of Investors Holders owning at least a majority of the then outstanding Registrable Securities of all Holders requesting that Holdings the Company effect pursuant to this Section 2(a) 2.1 the registration of the requesting InvestorsHolders' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), Holdings the Company shall, as expeditiously as reasonably possible, notify all other Investors Holders of such request (and allowing them to participate therein), and use its best all commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities of all Investors Holders which Holdings the Company has been so requested to register. Notwithstanding the above, Holdings . (b) The Company shall not be obligated to take any action to effect any registration requested by the Investors Holders pursuant to the previous sentence subsection (a) above (i) after two years from the Closing Datedate of this Warrant, or (ii) after Holdings the Company has effected one (1) registration pursuant to this Section 2(a) 2.1 and such registration has been declared or ordered effective. . (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2(a) 2.1 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 the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting InvestorHolder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by Holdings the Company at the request of the Investors Holders unless the requesting Investor Holder shall have elected to pay all expenses of registration provided for Company Registration Expenses (as defined in Section 5 below 4 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 governmental agency or court for any reason other than a misrepresentation or an omission by any participating InvestorHolder, 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 Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2(a) 2.1 within 90 days after the effective date of any underwritten public offering by Holdings the Company or of any previous registration withdrawn at the request of the requesting InvestorsHolders. Holdings The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) 2.1 if the financial advisor and/or underwriter to Holdings the Company certifies to the Investors holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on Holdingsthe Company; provided, however, that in such event the Investors Holders of Registrable Securities requesting such registration Registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration Registration shall not count as the one permitted registration under this Section 2(a) 2.1 and Holdings the Company shall pay all the above referenced registration expenses Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve-month period.

Appears in 1 contract

Sources: Warrant Agreement (Finet Com Inc)

Registration on Request. Except (a) If, at any time after the consummation of an initial public offering ("IPO") of Common Stock (the "IPO Date"), the Company shall receive a written request from Stockholder that the Company file a registration statement under the Securities Act covering the registration of all or part (but not less than seventy-five percent (75%) of the total number of shares of Common Stock that may be acquired as provided a result of the exercise of the entire Warrant) of the Registrable Securities, then the Company shall, subject to the limitations of Sections 1.5 and 1.7 hereof, effect the registration of all Registrable Securities that Stockholder requests to be registered as soon as practicable after the receipt by the Company of such written request by means of a shelf registration statement on any appropriate form under the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act. The Company agrees to use its Best Efforts to keep such shelf registration statement continuously effective, in subsection the case of a registration statement on Form S-3, for a period of 120 days, and for a period of 60 days in the case of any other shelf registration statement, following the date on which such shelf registration statement is declared effective (plus the number of days of any discontinuance described below). (b) of this Section 2, upon If the written request of Investors owning at least a majority of requesting Stockholder intends to distribute the then outstanding Registrable Securities that Holdings effect covered by the request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section 2(a1.3. (c) 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 The Company is obligated 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 1.3, in addition to any other provision hereof registrations in which the Stockholder may participate pursuant to the contrary, a other provisions of this Agreement. 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 remained effective for at least 180 days; providedthe period specified in Section 1.3(a) or, howeverif earlier, that a registration which does not become effective after Holdings has filed a until the Registrable Securities registered under such 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 registrationsold, or (ii) if if, after it has become effective effective, such registration is interfered with terminated by any a stop order, injunction or other order or requirement of the Commission or other govern-mental governmental agency or court for court. (d) If none of the Registrable Securities registered pursuant to any reason shelf registration pursuant to this Section 1.3 are to be sold in an underwritten offering, shares of Common Stock other than the Registrable Securities may be included among the securities covered by the registration statement effected pursuant to this Section 1.3. If any of the Registrable Securities registered pursuant to this Section 1.3 are to be sold in an underwritten offering, shares of Common Stock other than the Registrable Securities may be included among the securities covered by the registration statement subject to the right to exclude such other securities under Section 1.3(e). (e) If any of the Registrable Securities registered pursuant to any shelf registration pursuant to this Section 1.3 are to be sold in an underwritten offering, and the managing underwriter or underwriters deliver an opinion to the Company and the requesting Stockholder that the total number of shares of Common Stock which Stockholder and any other Persons intend to include in such offering exceeds the number of shares that can be sold in such offering, then there shall be included in such underwritten offering the number of shares of Common Stock which in the opinion of such underwriters can be sold, and such shares shall be allocated pro rata among the holders of shares of Common Stock to be sold on the basis of the number of shares of Common Stock to be registered; provided, that if shares of Common Stock are being offered for the account of other Persons pursuant to Section 1.3 (including the Company) as well as Stockholder, a misrepresentation reduction in number of shares shall first be made from the shares intended to be offered by such Persons other than the Stockholder. Anything in this Agreement to the contrary notwithstanding, in the event that the Stockholder requests registration of their Registrable Securities pursuant to this Section 1.3 and shares representing 50% or an omission more of the Registrable Securities requested to be included by Stockholder are excluded from the offering by the managing underwriter or underwriters thereof, then such registration shall not constitute, or be counted as, the registration requested by the Stockholder pursuant to Section 1.3 hereof. (f) Notwithstanding the foregoing, the Company shall not be required to register any participating InvestorRegistrable Securities pursuant to this Section 1.3: (i) during a reasonable period of time, not to exceed six months, following the IPO Date, if the Company has been advised by the managing underwriters for the IPO that a registration of Registrable Securities pursuant to this Section 1.3 would adversely affect the market for the Common Stock, (ii) during a reasonable period of time (not to exceed 120 days) with respect to which the Board of Directors of the Company has determined that a registration of Registrable Securities pursuant to this Section 1.3 would adversely affect the Company because of a material nonpublic acquisition or similar material transaction that is pending or imminent, or (iii) if if, within the conditions to closing specified in six-month period preceding the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason date Company receives the written request 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 Stockholder requesting registration pursuant to this Section 2(a) within 90 days after 1.3, Common Stock of Company was registered under the effective date Securities Act for sale for the account of any underwritten public offering by Holdings or of any previous registration withdrawn at the request of the requesting Investors. Holdings may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration Person pursuant to this Section 2(a) if an effective registration statement, and the financial advisor and/or underwriter to Holdings certifies to the Investors that such registration would reasonably be expected Stockholder was offered any opportunity to have the Registrable Securities included therein and declined to request that a material adverse effect on Holdings; provided, however, that in majority of such event the Investors requesting such registration shall shares be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as the one permitted registration under this Section 2(a) and Holdings shall pay all the above referenced registration expenses in connection with such postponed or withdrawn registrationincluded.

Appears in 1 contract

Sources: Registration Rights Agreement (Xplor Energy Inc)

Registration on Request. Except (a) If, at any time after the consummation of an initial public offering ("IPO") of Common Stock (the "IPO Date"), the Company shall receive a written request from any Stockholder or Stockholders holding an aggregate of a majority of Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities, then the Company shall (i) if such request is received from less than all of the Stockholders, give prompt written notice of such requested registration to the other Stockholders, so that such other Stockholders shall have the opportunity to join in such request and (ii) subject to the limitations of Sections 1.5 and 1.7 hereof, effect the registration of all Registrable Securities that any such Stockholder or Stockholders request to be registered as provided soon as is practicable with the use of the Company's Best Efforts, but in subsection no event later than 60 days after the receipt by the Company of such written request, by means of a shelf registration statement on any appropriate form under the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act. The Company agrees to use its Best Efforts to keep such shelf registration statement continuously effective for a period of time following the date on which such shelf registration statement is declared effective equal to (i) 120 days in the case of a registration statement on Form S-3 or (ii) 60 days in the case of a registration statement on any other form, plus, in either case, the number of days of any discontinuance as described below. (b) of this Section 2, upon If the written request of Investors owning at least a majority of requesting Stockholder or Stockholders intend to distribute the then outstanding Registrable Securities that Holdings effect covered by the request by means of an underwriting, they shall so advise the Company as a part of its request made pursuant to this Section 2(a1.3. (c) 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 The Company is obligated 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 1.3, in addition to any other provision hereof registrations in which the Stockholders may participate pursuant to the contrary, a other provisions of this Agreement. 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 remained effective for at least 180 days; providedthe period specified in Section 1.3(a) or, howeverif earlier, that a registration which does not become effective after Holdings has filed a until the Registrable Securities registered under such 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 registrationsold, or (ii) if if, after it has become effective effective, such registration is interfered with terminated by any a stop order, injunction or other order or requirement of the Commission or other govern-mental governmental agency or court for court. (d) If none of the Registrable Securities registered pursuant to any reason shelf registration pursuant to this Section 1.3 are to be sold in an underwritten offering, shares of Common Stock other than the Registrable Securities may be included among the securities covered by the registration statement effected pursuant to this Section 1.3; provided, that such registration statement includes a misrepresentation prospectus containing a plan of distribution satisfactory to the Stockholders including Registrable Securities therein. If any of the Registrable Securities registered pursuant to this Section 1.3 are to be sold in an underwritten offering, shares of Common Stock other than the Registrable Securities may be included among the securities covered by the registration statement subject to the right to exclude such other securities under Section 1.3(e). (e) If any of the Registrable Securities registered pursuant to any shelf registration pursuant to this Section 1.3 are to be sold in an underwritten offering, and the managing underwriter or underwriters deliver an omission opinion to the Company and the requesting Stockholder or Stockholders that the total number of shares of Common Stock which such Stockholder or Stockholders and any other Persons intend to include in such offering exceeds the number of shares that can be sold in such offering, then there shall be included in such underwritten offering the number of shares of Common Stock which in the opinion of such underwriters can be sold, and such shares shall be allocated pro rata among the holders of shares of Common Stock to be sold on the basis of the number of shares of Common Stock to be registered; provided, that if shares of Common Stock are being offered for the account of other Persons (including the Company) as well as such Stockholder or Stockholders, a reduction in number of shares shall first be made from the shares intended to be offered by such Persons other than the Stockholder or Stockholders. Anything in this Agreement to the contrary notwithstanding, in the event that the Stockholder or Stockholders request registration of their Registrable Securities pursuant to this Section 1.3 and shares representing 50% or more of the Registrable Securities requested to be included by such Stockholder or Stockholders are excluded from the offering by the managing underwriter or underwriters thereof, then such registration shall not constitute, or be counted as, the registration requested by the Stockholders pursuant to Section 1.3 hereof. (f) Notwithstanding the foregoing, the Company shall not be required to register any participating InvestorRegistrable Securities pursuant to this Section 1.3: (i) during a reasonable period of time, not to exceed six months, following the IPO Date, if the Company has been advised by the managing underwriters for the IPO that a registration of Registrable Securities pursuant to this Section 1.3 would adversely affect the market for the Common Stock, (ii) during a reasonable period of time (not to exceed 30 days) with respect to which the Board of Directors of the Company has determined that a registration of Registrable Securities pursuant to this Section 1.3 would adversely affect the Company because of a material non-public acquisition or similar material transaction that is pending or imminent, 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 for a period 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 three months following the effective date of any underwritten public offering by Holdings or of any previous registration withdrawn at the request of the requesting Investors. Holdings may postpone for up to 90 days the filing or the effectiveness of a Company registration statement for a registration pursuant to this as described in Section 2(a) if 1.4 hereof, provided that the financial advisor and/or underwriter to Holdings certifies to Stockholder or Stockholders were offered the Investors that such registration would reasonably be expected opportunity to have the Registrable Securities included therein and declined to request that a material adverse effect on Holdings; provided, however, that in majority of such event the Investors requesting such registration shall shares be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as the one permitted registration under this Section 2(a) and Holdings shall pay all the above referenced registration expenses in connection with such postponed or withdrawn registrationso included.

Appears in 1 contract

Sources: Registration Rights Agreement (Xplor Energy Inc)

Registration on Request. Except as provided in subsection (b) of this Section 22.1, upon the written request of Investors Holders owning at least a majority of the then outstanding Registrable Securities of all Holders requesting that Holdings the Company effect pursuant to this Section 2(a) 2.1 the registration of the requesting InvestorsHolders' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), Holdings the Company shall, as expeditiously as reasonably possible, notify all other Investors Holders 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 Holders which Holdings the Company has been so requested to register. Notwithstanding the above, Holdings The Company shall not be obligated to take any action to effect any registration requested by the Investors Holders pursuant to the previous sentence subsection (a) above: (i) during the initial sixty-five (65) day period commencing on the date of the final closing of the Offering (the "Initial Period"); (ii) if the Form S-3 registration statement described in Section 2.3 below is filed and becomes effective during the Initial Period, then during the period that such Form S-3 registration statement remains effective (it being agreed and understood that the Company shall only be obligated to keep such Form S-3 registration statement effective for a period of twelve (12) months following the date of the last closing of the Offering) (the "Second Period"); (iii) after two years from the Closing Date, date of the final closing of the Offering; or (iiiv) after Holdings the Company has effected one (1) registration pursuant to this Section 2(a) 2.1 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) 2.1 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 the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting InvestorHolder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by Holdings the Company at the request of the Investors Holders unless the requesting Investor Holder shall have elected to pay all expenses of registration provided for Company Registration Expenses (as defined in Section 5 below 4 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 governmental agency or court for any reason other than a misrepresentation or an omission by any participating InvestorHolder, 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 InvestorHolder. Holdings The Company shall not be obligated to effect any registration pursuant to this Section 2(a) 2.1 within 90 days after the effective date of any underwritten public offering by Holdings the Company or of any previous registration withdrawn at the request of the requesting InvestorsHolders. Holdings The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) 2.1 if the financial advisor and/or underwriter to Holdings the Company certifies to the Investors holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on Holdingsthe Company; provided, however, that in such event the Investors Holders of Registrable Securities requesting such registration Registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration Registration shall not count as the one permitted registration under this Section 2(a) 2.1 and Holdings the Company shall pay all the above referenced registration expenses Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve-month period.

Appears in 1 contract

Sources: Warrant Agreement (Information Architects Corp)

Registration on Request. (a) Except as provided in subsection (b) of this Section 22.1, upon the written request of Investors Holders owning at least a majority of the then outstanding Registrable Securities of all Holders requesting that Holdings the Company effect pursuant to this Section 2(a) 2.1 the registration of the requesting InvestorsHolders' Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), Holdings the Company shall, as expeditiously as reasonably possible, notify all other Investors Holders 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 Holders which Holdings the Company has been so requested to register. Notwithstanding the above, Holdings . (b) The Company shall not be obligated to take any action to effect any registration requested by the Investors Holders pursuant to the previous sentence subsection (a) above: (i) during the initial sixty-five (65) day period commencing on the date of the final closing of the Offering (the "Initial Period"); (ii) if the Form S-3 registration statement described in Section 2.3 below is filed and becomes effective during the Initial Period, then during the period that such Form S-3 registration statement remains effective (it being agreed and understood that the Company shall only be obligated to keep such Form S-3 registration statement effective for a period of twelve (12) months following the date of the last closing of the Offering) (the "Second Period"); (iii) after two years from the Closing Date, date of the final closing of the Offering; or (iiiv) after Holdings the Company has effected one (1) registration pursuant to this Section 2(a) 2.1 and such registration has been declared or ordered effective. . (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2(a) 2.1 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 the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting InvestorHolder, in its sole discretion, to proceed with such registration shall be deemed to have been effected by Holdings the Company at the request of the Investors Holders unless the requesting Investor Holder shall have elected to pay all expenses of registration provided for Company Registration Expenses (as defined in Section 5 below 4 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 governmental agency or court for any reason other than a misrepresentation or an omission by any participating InvestorHolder, 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 Holder. (d) The Company shall not be obligated to effect any registration pursuant to this Section 2(a) 2.1 within 90 days after the effective date of any underwritten public offering by Holdings the Company or of any previous registration withdrawn at the request of the requesting InvestorsHolders. Holdings The Company may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) 2.1 if the financial advisor and/or underwriter to Holdings the Company certifies to the Investors holders of the Registrable Securities that such registration would reasonably be expected to have a material adverse effect on Holdingsthe Company; provided, however, that in such event the Investors Holders of Registrable Securities requesting such registration Registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration Registration shall not count as the one permitted registration under this Section 2(a) 2.1 and Holdings the Company shall pay all the above referenced registration expenses Registration Expenses in connection with such postponed or withdrawn registration. Notwithstanding the above, the Company may delay a demand registration pursuant to this Section 2.1 only once in any twelve-month period.

Appears in 1 contract

Sources: Warrant Agreement (Information Architects Corp)

Registration on Request. (a) Except as provided in subsection (b) of this Section 22.1, upon the written request of Investors owning at least a majority of the then outstanding Registrable Securities Holder requesting that Holdings the Company effect pursuant to this Section 2(a) 2.1 the registration of the requesting Investors' Holder's Registrable Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), Holdings the Company 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 the Holder which Holdings the Company has been so requested to register. Notwithstanding the above, Holdings . (b) The Company shall not be obligated to take any action to effect any registration requested by the Investors Holder pursuant to the previous sentence Section 2.1(a) hereof (i) before three months after the date of this Warrant, (ii) after two years from the Closing Datedate of this Warrant, or (iiiii) after Holdings the Company has effected one (1) registration two such registrations pursuant to this Section 2(a) 2.1 and each such registration has been declared or ordered effective. . (c) Notwithstanding any other provision hereof to the contrary, a registration requested pursuant to this Section 2(a) 2.1 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 the Company has filed a registration statement with respect thereto solely by reason of the refusal by a requesting Investor, in its sole discretion, the Holder to proceed with such registration shall be deemed to have been effected by Holdings the Company at the request of the Investors Holder unless the requesting Investor Holder shall have elected to pay all expenses of registration provided for Company Registration Expenses (as defined in Section 5 below 4) 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 governmental agency or court for any reason other than a misrepresentation or an omission by any participating Investorthe Holder, and such stop order, injunction or other order or requirement has not been removed, withdrawn or otherwise satisfied within sixty days after the date it was issued or entered, 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 effective date of any underwritten public offering by Holdings or of any previous registration withdrawn at the request of the requesting Investors. Holdings may postpone for up to 90 days the filing or the effectiveness of a registration statement for a registration pursuant to this Section 2(a) if the financial advisor and/or underwriter to Holdings certifies to the Investors that such registration would reasonably be expected to have a material adverse effect on Holdings; provided, however, that in such event the Investors requesting such registration shall be entitled to withdraw such request and, if such request is withdrawn, such registration shall not count as the one permitted registration under this Section 2(a) and Holdings shall pay all the above referenced registration expenses in connection with such postponed or withdrawn registrationHolder.

Appears in 1 contract

Sources: Warrant Agreement (Wavo Corp)

Registration on Request. Except as provided in subsection (ba) Subject to the provisions of this Section 28.2, upon the written request of Investors owning any one or more holders of Registrable Securities that each own at least a majority 5% of the then outstanding Registrable Securities requesting that Holdings the Company effect pursuant to this Section 2(a) the registration of the requesting Investors' Registrable Securities under the Securities Act (which request shall specify of all or part of such holder's or holders' Registerable Securities, and specifying the number intended method of Registrable Securities disposition thereof, the Company will promptly give written notice of such requested registration to be registered)all other holders of Registerable Securities, Holdings shalland thereupon will, 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 of: (i) the Registrable Registerable Securities of all Investors which Holdings the Company has been so requested to register. Notwithstanding register by such holder or holders initially requesting that the aboveCompany effect the registration; and (ii) all Registerable Securities which the Company has been requested to register by any other Stockholder that owns at least 5% of the then outstanding Registrable Securities by written request given to the Company within fifteen (15) days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registerable Securities), (iii) so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registerable Securities so to be registered; provided that unless Accenture consents thereto in writing, Holdings the Company shall not be obligated to take any action file a registration statement relating to effect any registration requested by request under this Section 8.2(a) (x) (other than a registration statement on Form S-3 or any successor or similar short-form registration statement) within a period of six months after the Investors pursuant effective date of any other registration statement relating to the previous sentence (iA) after two years from the Closing Dateany registration request under this Section 8.2(a) that was not effected on Form S-3 (or any successor or similar short-form registration statement) or (B) any registration effected under Section 8.1, or (iiy) after Holdings has effected one if with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, 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 Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (1unless the holders of the Registerable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular audit). (b) registration pursuant to Notwithstanding anything contained in this Section 2(a) and such registration has been declared or ordered effective. Notwithstanding any other provision hereof 8.2 to the contrary, a registration requested pursuant to this Section 2(a(1) 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 Company shall not be obligated to effect any registration in which the aggregate sales price to the public of the Registrable Securities being sold is less than $5 million, (2) no Stockholder shall be entitled to request that a registration statement be filed pursuant to this Section 2(a) within 90 days 8.2 until the 181st day after the effective date closing of the Initial Public Offering, (3) Microsoft and its Permitted Transferees shall collectively be entitled to request not more than a total of two long-form registrations and not more than a total of four registrations on Form S-3 (or any successor or similar short-form registration statement) under the Securities Act pursuant to this Section 8.2, and (4) Microsoft and its Permitted Transferees shall collectively be entitled to request no more than a total of two registrations of any underwritten public offering type pursuant to this Section 8.2 during any calendar year. (c) If any registration requested pursuant to this Section 8.2 which is proposed by Holdings or of any previous registration withdrawn at the request of the requesting Investors. Holdings may postpone for up Company to 90 days the be effected by filing or the effectiveness of a registration statement for on Form S-3 (or any successor or similar short-form registration statement) shall be in connection with an underwritten Public Offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering, then such registration shall be effected on such other form. (d) The Company will pay all Registration Expenses in connection with the registrations of Registerable Securities pursuant to this Section 8.2 upon the written request of any of the Stockholders. (e) If a requested registration pursuant to this Section 2(a) if 8.2 involves an underwritten offering, the financial advisor and/or underwriter holders of a majority of the Registrable Securities being registered shall have the right to Holdings certifies select the investment banker or bankers and managers to administer the offering, subject to the Investors that consent of the Company which will not be unreasonably withheld or delayed. (f) If a requested registration pursuant to this Section 8.2 involves an underwritten offering and the managing underwriter advises the initiating Stockholder(s) in writing that, in its opinion, the number of shares of Common Stock requested to be included in such registration would reasonably exceeds the number which can be expected sold in such offering, so as to be likely to have a material an adverse effect impact on Holdings; providedsuch offering as contemplated by the initiating Stockholder(s) (including the price at which the initiating Stockholder(s) proposes to sell such Common Stock), however, that then the number of such Registerable Securities to be included in such event the Investors requesting such registration shall be entitled allocated pro rata among all requesting Stockholders on the basis of the relative number of Registerable Securities then held directly or indirectly by each such Stockholder (provided that any shares of Common Stock thereby allocated to withdraw any such Stockholder that exceed such Stockholder's request and, if such request is withdrawn, such registration shall not count as be reallocated among the one permitted registration under this Section 2(a) and Holdings shall pay all the above referenced registration expenses remaining requesting Stockholders in connection with such postponed or withdrawn registrationlike manner).

Appears in 1 contract

Sources: Contribution and Stockholders Agreement (Avanade Inc.)