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 compliance requested pursuant to this section 11.1; (v) if, in connection with any registration of Registrable Shares pursuant to this section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% of the Registrable Shares for which registration has been requested (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed by the managing underwriter(s) for such registration because, in its (or their) reasonable judgment, such limitation is necessary to effect an orderly public distribution), then the holders of the Registrable Shares shall be entitled to one additional registration of Registrable Shares pursuant to this section 11.1; and (vi) if the Holding Company shall furnish to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to a registration requested pursuant to this section 11.1 because such a filing at the time requested, or the offering of securities pursuant thereto, would materially interfere with any pending material transaction to which the Holding Company or any of its Subsidiaries is a party, the Holding Company shall have the right to delay such filing for a period ending not more than 90 days following the first date upon which it shall have received a written request or requests for such registration from the holder or holders of at least 50% of the Registrable Shares at the time outstanding and/or issuable; provided that (A) the Holding Company may not exercise this right to delay the filing of a registration statement on more than one occasion and (B) without limiting the generality of any other provision of this Agreement, the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any such registration prior to receipt of any such Officers' Certificate.
Appears in 1 contract
Registration on Request. (a) In case the Holding Company shall receive from one or more holders the Required 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 60 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 12.1 are subject to the following qualifications:
(i) except as provided in section 11.1(b)(v12.1(b)(vi), the Holding Company shall only be obligated to effect two registrations one registration pursuant to this section 11.112.1;
(ii) the Holding Company shall not be obligated to effect any registration pursuant to this section 11.1 12.1 unless it shall have been (A) the Holding Company shall have been requested to do so by the holder or holders of at least 50% a majority of the Registrable Shares at the time outstanding and/or issuable issued (and issuable) and (B) requested to effect the aggregate gross proceeds (before all fees, expenses and disbursements related thereto and all underwriters' discounts and commissions) from the sale registration of the Registrable Shares requested to be registered and sold in such registration (determined reasonably by the Holding Company and the holder or holders having an aggregate Fair Value of 66-2/3% or more of the Registrable Shares to be included in such registration) is at least not less than $2,500,0002,000,000;
(iii) the Holding Company shall not be obligated to cause any registration statement relating to a registration effected pursuant to this section 12.1 to become effective prior to April 17, 1999;
(iv) the Holding Company shall not include in any registration, qualification or compliance requested pursuant to this section 11.1 12.1 any other securities (including, without limitation, those to become effective be issued and sold by the Holding Company) without the prior written consent of the holder or holders of a majority of the Registrable Shares to March 13be included in such registration, 2000qualification or compliance;
(ivv) the Holding Company shall pay all Registration Expenses related to any registration, qualification and compliance requested pursuant to this section 11.112.1;
(vvi) if, in connection with any registration of Registrable Shares pursuant to this section 11.112.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% all of the Registrable Shares for which registration has been requested (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed by the managing underwriter(s) for such registration because, in its (or their) reasonable judgment, such limitation is necessary to effect an orderly public distribution)requested, then the holder or holders of the Registrable Shares shall be entitled to additional registrations of Registrable Shares pursuant to this section 12.1, sufficient to permit the holders of the Registrable Shares to register all of the Registrable Shares, provided, however, that in the event that any Registrable Shares are not so registered as a result of the imposition by the managing underwriter(s) of any underwritten offering pursuant to this section 12.1 of a limitation on the number of Registrable Shares which may be included in any such registration, the holders of such Registrable Shares shall be limited to one additional registration of Registrable Shares pursuant to this section 11.112.1; and
(vivii) if the Holding Company shall furnish to each holder of Registrable Shares an Officers' Officer's Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to a registration requested pursuant to this section 11.1 because such a filing at the time requested, or the offering of securities pursuant thereto, would materially interfere with any pending material transaction to which the Holding Company or any of its Subsidiaries is a party, the Holding Company shall have the right to delay such filing for a period ending not more than 90 135 days following after the first date upon which it shall have received a written request or requests for such registration from the holder or holders of at least 50% a majority of the Registrable Shares at the time outstanding and/or issued (and issuable); provided that (A) the Holding Company may not exercise this right to delay the filing of a registration statement on more than one occasion in any 12 month period and (B) without limiting the generality of any other provision of this Agreement, the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any such registration prior to receipt of any such Officers' Officer's Certificate.
Appears in 1 contract
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) provided the conditions of section 11.1(b) are satisfied, -------- 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 11 .1 to effect any such registration, qualification and/or compliance 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 compliance requested pursuant to this section 11.1;
(v) provided that if, in -------- connection with any registration of Registrable Shares effected pursuant to this section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% all of the Registrable Shares for which registration has been requested (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed by the managing underwriter(s) for such registration because, in its (or their) reasonable judgment, such limitation is necessary to effect an orderly public distribution)requested, then the holder or holders of the Registrable Shares shall be entitled to one an additional registration of Registrable Shares pursuant to this section 11.1; and;
(viii) if unless the Holding Company becomes a Public Company prior to August 31, 2000, the Holding Company shall furnish not be obligated to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to a effect any registration requested pursuant to this section 11.1 because prior to such a filing at the time requesteddate. After August 31, or the offering of securities pursuant thereto2000, would materially interfere with any pending material transaction to which if the Holding Company or any of its Subsidiaries is has not become a partyPublic Company, the Holding Company shall have the right not be obligated to delay such filing for a period ending not more than 90 days following the first date upon which effect any registration requested pursuant to this section 11.1:
(A) unless it shall have received a written request or requests for such registration from been (1) requested to do so by - the holder or holders of at least 50% a majority of the Registrable Shares at the time outstanding and/or issuableand (2) requested to effect the - registration of a majority of the Registrable Shares at the time outstanding; and
(B) unless (1) after giving effect to such public sale, - the aggregate market value of the Holding Company Common Stock (determined reasonably by the Holding Company and the holder or holders of a majority of the Registrable Shares with respect to which registration shall have been requested and on the basis of the median of the range of the estimated public offering price per share (as established by the underwriters, if any, of such registration) to be sold pursuant to such registration) is at least $75,000,000 and (2) the aggregate - gross proceeds of the shares to be sold pursuant to such registration (before all fees, expenses and disbursements related thereto and all underwriters' discounts and commissions) is at least $18,750,000; provided that if such -------- aggregate market value is estimated to be at least $75,000,000 (A) in accordance with the provisions of clause (1)), then the Holding Company may not exercise shall issue and sell pursuant to such registration such number of additional shares for its own account as is sufficient to cause such aggregate gross proceeds to be at least $18,750,000;
(iii) if at the time any registration is requested pursuant to this right to delay section 11.1 the filing of Holding Company is then a registration statement on more than one occasion and (B) without limiting the generality of any other provision of this AgreementPublic Company, the Holding Company shall reimburse each not be obligated to effect any registration requested pursuant to this section 11.1:
(A) unless it shall have been (1) requested to do so by - the holder or holders of a majority of the Registrable Shares at the time outstanding and (2) requested to effect the - registration of a majority of the Registrable Shares at the time outstanding; and
(B) prior to the expiration of one year following the consummation of the public offering most recently consummated by the Holding Company prior to such request for all expenses registration pursuant to this section 11.1; provided that there shall be no -------- waiting period pursuant to this clause (iii)(B) following any public offering effected pursuant to registration statements on Form S-8 or any successor form used for a similar purpose;
(iv) if the Holding Company shall have effected one registration requested pursuant to this section 11.1, then the Holding Company shall not be obligated to effect any subsequent registration requested pursuant to this section 11.1 unless it shall have been requested to effect the registration of that number of the Registrable Shares at the time outstanding which is not less than 25% of the Registrable Shares initially issued on the Closing Date (adjusted appropriately for stock splits, combinations and the like);
(v) the Holding Company shall not include in any registration, qualification or compliance requested pursuant to this section 11.1 any other securities (including, without limitation, feesthose to be issued and sold by the Holding Company), expenses and disbursements if as a result of counsel) incurred in connection with including any such registration other securities there is any reduction in the number of Registrable Shares to be included therein, without the prior written consent of holders of a majority of the Registrable Shares to receipt of be included in such registration, qualification or compliance; and
(vi) the Holding Company shall pay all Registration Expenses related to any such Officers' Certificate.registration, qualification and compliance effected pursuant to this section 11.1. -39-
Appears in 1 contract
Registration on Request. (ai) In case The Company further agrees that if, at any time, and from time to time, but at least 180 days after the Holding Company shall receive earlier to occur of (i) an IPO and (ii) a Trading Event, and ending on the date that is five years from one or more holders the date hereof, the Holders desire to effect the registration under the Securities Act of any outstanding Registrable Shares Securities, the Holders may make a written request or requests that the Holding Company effect any such registration, qualification and/or compliance ; provided that such registration covers at least 51% of any the Registrable Shares held Securities owned by (or issuable to) the Holders at such holder or holders, time. Such request will specify the number of shares of Registrable Securities proposed to be sold and specifying will also specify the intended method of offeringdisposition thereof. The Company will use its best efforts to file, sale and distributionwithin 30 days of such demand, the Holding registration under the Securities Act of the Registrable Securities which the Company will:has been so requested to register by such Holders pursuant to this Section 6.3(a)(i), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered; provided, further, that the Holders shall be entitled to only one demand registration.
(iii) promptly give written notice Notwithstanding Section 6.3(a)(i),
(A) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 6.3 at any time during the six-month period immediately following the effective date of another registration statement filed by the proposed registration, qualification and/or compliance Company (other than a registration statement on Form S-4 or Form S-8 or any successor or similar form);
(B) the Company shall not be obligated to each holder of any Registrable Sharesfile the registration statement pursuant to this Section 6.3 unless the aggregate price to the public with respect to such registration statement is expected to be not less than $1 million; and
(iiC) as soon as practicableif the Board determines, effect in its good faith reasonable judgment, that the Company should not file the registration statement otherwise required to be filed pursuant this Section 6.3 or should withdraw any such registrationpreviously filed registration statement because (1) the Company is engaged in or in good faith plans to engage in any financing, qualification and/or compliance acquisition or other material transaction which would be adversely affected by the filing or maintenance of the registration statement otherwise required to be filed or maintained pursuant to this Section 6.3; or (including, without limitation2) the Company is in the possession of material nonpublic information required to be disclosed in such registration statement or an amendment or supplement thereto, the execution disclosure of an undertaking which in such registration statement would be materially disadvantageous to the Company (a "Disadvantageous Condition"), then the Company shall be entitled to postpone for post-effective amendmentsthe shortest reasonable period of time (but not exceeding 180 days from the date of the determination), 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 filing of such amount registration statement or, if such registration statement has already been filed, may withdraw such registration statement and shall promptly give the Holders written notice of Registrable Shares as is specified in such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing or effect the withdrawal of the registration statement, the Holders who made the request for registration shall have the right to withdraw the request for registration by giving written request or requests, made notice to the Company within 30 days after receipt of such written the notice from the Holding of postponement. The Company, by any holder 's right to delay a request for registration 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 withdraw a registration statement pursuant to this section 11.1;
(ii) the Holding Company shall Section 6.3 may 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 compliance requested pursuant to this section 11.1;
(v) if, in connection with any registration of Registrable Shares pursuant to this section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% of the Registrable Shares for which registration has been requested (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed by the managing underwriter(s) for such registration because, in its (or their) reasonable judgment, such limitation is necessary to effect an orderly public distribution), then the holders of the Registrable Shares shall be entitled to one additional registration of Registrable Shares pursuant to this section 11.1; and
(vi) if the Holding Company shall furnish to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to a registration requested pursuant to this section 11.1 because such a filing at the time requested, or the offering of securities pursuant thereto, would materially interfere with any pending material transaction to which the Holding Company or any of its Subsidiaries is a party, the Holding Company shall have the right to delay such filing for a period ending not exercised more than 90 days following the first date upon which it shall have received a written request or requests for such registration from the holder or holders of at least 50% of the Registrable Shares at the time outstanding and/or issuable; provided that (A) the Holding Company may not exercise this right to delay the filing of a registration statement on more than one occasion and (B) without limiting the generality of once in any other provision of this Agreement, the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any such registration prior to receipt of any such Officers' Certificateone-year period.
Appears in 1 contract
Sources: Subscription Agreement (Innovative Drug Delivery Systems Inc)
Registration on Request. (a) In case Request. Subject to the Holding Company limitations provided herein, commencing on December 31, 2005, or on the first anniversary of the effective date of the Company's first registration statement under the Securities Act, whichever shall receive from one or more holders of any Registrable Shares a first occur, until December 31, 2012, upon the written request or requests (specifying that it is being made pursuant to this Section 2.1) of the Initiating Holders, requesting that the Holding Company effect any registration, qualification and/or compliance the registration under the Securities Act of any at least fifty percent (50%) of the then-outstanding Registrable Shares held by (or issuable to) such holder or holdersSecurities, and specifying (x) the intended method of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, sale and distribution(z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Holding Company willwill within 10 business days after the Company receives such written request give written notice of such requested registration to all other Holders of Registrable Securities and thereupon the Company will use reasonable efforts to effect the registration under the Securities Act of:
(i) promptly give written notice of the proposed registrationRegistrable Securities which the Company has been so requested to register by such Initiating Holders, 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, all other Registrable Securities which the execution of an undertaking for post-effective amendments, appropriate qualification under applicable blue sky or Company has been requested to register by the 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 Holders thereof by written request or requests, made given to the Company within 30 15 days after receipt the giving of such written notice from by the Holding CompanyCompany (which request shall specify the same information called for by the original request to effect registration described above), by any holder or holders of any Registrable Shares.
(b) The obligations of the Holding Company under this section 11.1 are subject all to the following qualifications:
extent requisite to permit the disposition (iin accordance with Section 2.1(b) 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;
(iihereof) 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 Securities so 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 compliance requested pursuant to this section 11.1;
(v) if, in connection with any registration of Registrable Shares pursuant to this section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% of the Registrable Shares for which registration has been requested (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed by the managing underwriter(s) for such registration because, in its (or their) reasonable judgment, such limitation is necessary to effect an orderly public distribution), then the holders of the Registrable Shares shall be entitled to one additional registration of Registrable Shares pursuant to this section 11.1; and
(vi) if the Holding Company shall furnish to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to a registration requested pursuant to this section 11.1 because such a filing at the time requested, or the offering of securities pursuant thereto, would materially interfere with any pending material transaction to which the Holding Company or any of its Subsidiaries is a party, the Holding Company shall have the right to delay such filing for a period ending not more than 90 days following the first date upon which it shall have received a written request or requests for such registration from the holder or holders of at least 50% of the Registrable Shares at the time outstanding and/or issuable; provided that (A) the Holding Company may not exercise this right to delay the filing of a registration statement on more than one occasion and (B) without limiting the generality of any other provision of this Agreement, the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any such registration prior to receipt of any such Officers' Certificateregistered.
Appears in 1 contract
Sources: Registration Rights Agreement (BioNumerik Pharmaceuticals, Inc.)
Registration on Request. (a) In case Subject to Section 4.1(c), if at any time following the Holding 180-day period after the Initial Public Offering, the Company shall receive from one or more holders of any Registrable Shares receives a written request from an Investor or requests Investors (the “Initiating Investors”) that the Holding Company effect any registrationfile a Registration Statement covering the registration of at least 10% of the then-outstanding Registrable Securities, qualification and/or compliance of any Registrable Shares held by (or issuable to) such holder or holders, and specifying then the intended method of offering, sale and distribution, the Holding Company will:
(i) promptly give written notice , as expeditiously as possible, use its commercially reasonable efforts to effect the registration of such portion of the proposed registrationRegistrable Securities that such Investor or Investors request, 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 a Registration Statement. Each request for a registration pursuant to this section 11.1 unless (A) Section 4.1 will be in writing and will specify the Holding Company shall have been requested to do so by the holder or holders approximate number 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 Securities requested to be registered and sold in such registration (determined reasonably by the Holding intended method of distribution. Notwithstanding the foregoing, the 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 will not be obligated to cause any registration statement relating to file a registration requested pursuant to this section 11.1 Section 4.1:
(i) within a period of 90 calendar days after the effective date of any other registration requested pursuant to become effective prior this Section 4.1;
(ii) on a total of more than five occasions;
(iii) in any particular jurisdiction in which the Company would be required to March 13execute a general consent to service of process in effecting such registration, 2000;qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(iv) if the Holding Company shall pay all Investors propose to dispose of shares of Registrable Securities that may be registered at such time pursuant to a Registration Expenses related to any registration, qualification and compliance Statement contemplated in Section 4.2.
(b) A registration requested pursuant to this section 11.1Section 4.1 will not be deemed to have been effected unless the Registration Statement has become effective; provided, however, that if, within the period ending on the earlier to occur of (i) 90 days after the applicable Registration Statement has become effective and (ii) the date on which the distribution of the securities covered thereby has been completed, the offering of securities pursuant to such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such Registration Statement will be deemed not to have been effected; provided, further, that if an Investor, after exercising its right to request a registration pursuant to this Section 4.1, withdraws from a registration so requested after the filing thereof, such registration will be deemed to have been effective with respect to such Investor in accordance with this Section 4.1.
(c) Subject to Section 4.2, if, within five Business Days of receipt of a Registration Request, the Initiating Holders are advised in writing (the “Underwriter’s Advice”) that the Company has in good faith commenced the preparation of a Registration Statement for an underwritten Public Offering prior to receipt of such request and the managing underwriter of the proposed Public Offering has determined that in such firm’s good faith opinion, a registration at the time and on the terms requested would materially and adversely affect such underwritten Public Offering, then the Company will not be required to effect such requested registration pursuant to this Section 4.1 until the earliest of:
(i) the abandonment of such underwritten Public Offering by the Company;
(vii) if, in connection with any registration of Registrable Shares pursuant to this section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% 60 days after receipt of the Registrable Shares for which registration has been requested (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed Underwriter’s Advice by the managing underwriter(s) Initiating Investors, unless the Registration Statement for such registration because, in its (offering has become effective and such Public Offering has commenced on or their) reasonable judgment, prior to such limitation is necessary to effect an orderly public distribution), then the holders of the Registrable Shares shall be entitled to one additional registration of Registrable Shares pursuant to this section 11.160th day; and
(viiii) if the Holding Registration Statement for such Public Offering has become effective and such Public Offering has commenced on or prior to such 60th day, the day on which the restrictions on the Investors contained in the related lock-up agreement lapse with respect to such offering. Notwithstanding the foregoing, the Company shall furnish will not be permitted to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to defer a registration requested pursuant to this section 11.1 because such Section 4.1 in reliance on this Section 4.1(c) more than once in any 365-day period.
(d) The Company may postpone the filing or effectiveness of any Registration Statement and suspend any Investor’s use of any prospectus which is a filing at part of the time requestedRegistration Statement (in which event the Investors will discontinue sales of the Registrable Securities pursuant to the Registration Statement) for a period of up to an aggregate of 90 days in any 365-day period, or exclusive of days covered by any lock-up agreement executed by the offering of securities pursuant thereto, would materially interfere Investor in connection with any underwritten Public Offering, after the request for registration pursuant to this Section 4.1 if a Material Disclosure Event exists or is pending material transaction to which the Holding at such time.
(e) The Company or any of its Subsidiaries is a party, the Holding Company shall will have the right to delay such filing cause the registration of additional securities for a period ending not more sale for the account of any Person other than 90 days following an Investor (including the first date upon which it shall have received a written request Company) in any registration requested pursuant to this Section 4.1 to the extent the managing underwriter or requests other independent marketing agent for such registration from offering (if any) determines that, in its opinion, the holder or holders of at least 50% additional securities proposed to be sold will not materially and adversely affect the offering and sale of the Registrable Shares at Securities to be registered in accordance with the time outstanding and/or issuable; provided that (A) the Holding Company may not exercise this right to delay the filing intended method or methods of a registration statement on more than one occasion and (B) without limiting the generality of any other provision of this Agreement, the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any disposition then contemplated by such registration prior requested pursuant to receipt of any such Officers' Certificatethis Section 4.1.
Appears in 1 contract
Sources: Investor Rights Agreement (Navigator Holdings Ltd.)
Registration on Request. (a) In case Subject to Section 4.1(c) and Section 4.3(a), if, at any time there is no currently effective Shelf Registration Statement on file with the Holding SEC, the Company shall receive from one or more holders of any Registrable Shares receives a written request or requests from the Investor that the Holding Company effect any registrationfile a Registration Statement covering the registration of at least 10% of the then-outstanding Registrable Securities, qualification and/or compliance of any Registrable Shares held by (or issuable to) such holder or holders, and specifying then the intended method of offering, sale and distribution, the Holding Company will:
(i) promptly give written notice , as expeditiously as possible, use its commercially reasonable efforts to effect the registration of such portion of the proposed registrationRegistrable Securities that the Investor request, 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 a Registration Statement. Each request for a registration pursuant to this section 11.1 unless (A) Section 4.1 will be in writing and will specify the Holding Company shall have been requested to do so by the holder or holders approximate number 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 Securities requested to be registered and sold in such registration (determined reasonably by the Holding intended method of distribution. Notwithstanding the foregoing, the 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 will not be obligated to cause any registration statement relating to file a registration requested pursuant to this section 11.1 Section 4.1:
(i) within a period of 90 calendar days after the effective date of any other registration requested pursuant to become effective prior this Section 4.1;
(ii) on a total of more than five occasions;
(iii) in any particular jurisdiction in which the Company would be required to March 13execute a general consent to service of process in effecting such registration, 2000;qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(iv) if the Holding Company shall pay all Investor propose to dispose of shares of Registrable Securities that may be registered at such time pursuant to a Registration Expenses related to any registration, qualification and compliance Statement contemplated in Section 4.2.
(b) A registration requested pursuant to this section 11.1Section 4.1 will not be deemed to have been effected unless the Registration Statement has become effective; provided, however, that if, within the period ending on the earlier to occur of (i) 90 days after the applicable Registration Statement has become effective and (ii) the date on which the distribution of the securities covered thereby has been completed, the offering of securities pursuant to such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such Registration Statement will be deemed not to have been effected; provided, further, that if the Investor, after exercising its right to request a registration pursuant to this Section 4.1, withdraws from a registration so requested after the filing thereof, such registration will be deemed to have been effective with respect to the Investor in accordance with this Section 4.1.
(c) Subject to Section 4.2, if, within five Business Days of receipt of a Registration Request, the Investor is advised in writing (the “Underwriter’s Advice”) that the Company has in good faith commenced the preparation of a Registration Statement for an underwritten Public Offering prior to receipt of such request and the managing underwriter of the proposed Public Offering has determined that in such firm’s good faith opinion, a registration at the time and on the terms requested would materially and adversely affect such underwritten Public Offering, then the Company will not be required to effect such requested registration pursuant to this Section 4.1 until the earliest of:
(i) the abandonment of such underwritten Public Offering by the Company;
(vii) if, in connection with any registration of Registrable Shares pursuant to this section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% 60 days after receipt of the Registrable Shares for which registration has been requested (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed Underwriter’s Advice by the managing underwriter(s) Investor, unless the Registration Statement for such registration because, in its (offering has become effective and such Public Offering has commenced on or their) reasonable judgment, prior to such limitation is necessary to effect an orderly public distribution), then the holders of the Registrable Shares shall be entitled to one additional registration of Registrable Shares pursuant to this section 11.160th day; and
(viiii) if the Holding Registration Statement for such Public Offering has become effective and such Public Offering has commenced on or prior to such 60th day, the day on which the restrictions on the Investor contained in the related lock-up agreement lapse with respect to such offering. Notwithstanding the foregoing, the Company shall furnish will not be permitted to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to defer a registration requested pursuant to this section 11.1 because such Section 4.1 in reliance on this Section 4.1(c) more than once in any 365-day period.
(d) The Company may postpone the filing or effectiveness of any Registration Statement and suspend the Investor’s use of any prospectus which is a filing at part of the time requestedRegistration Statement (in which event the Investor will discontinue sales of the Registrable Securities pursuant to the Registration Statement) for a period of up to an aggregate of 90 days in any 365-day period, or exclusive of days covered by any lock-up agreement executed by the offering of securities pursuant thereto, would materially interfere Investor in connection with any underwritten Public Offering, after the request for registration pursuant to this Section 4.1 if a Material Disclosure Event exists or is pending material transaction to which the Holding at such time.
(e) The Company or any of its Subsidiaries is a party, the Holding Company shall will have the right to delay such filing cause the registration of additional securities for a period ending not more sale for the account of any Person other than 90 days following the first date upon which it shall have received a written request Investor (including the Company) in any registration requested pursuant to this Section 4.1 to the extent the managing underwriter or requests other independent marketing agent for such registration from offering (if any) determines that, in its opinion, the holder or holders of at least 50% additional securities proposed to be sold will not materially and adversely affect the offering and sale of the Registrable Shares at Securities to be registered in accordance with the time outstanding and/or issuable; provided that (A) the Holding Company may not exercise this right to delay the filing intended method or methods of a registration statement on more than one occasion and (B) without limiting the generality of any other provision of this Agreement, the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any disposition then contemplated by such registration prior requested pursuant to receipt of any such Officers' Certificatethis Section 4.1.
Appears in 1 contract
Sources: Investor Rights Agreement (Navigator Holdings Ltd.)
Registration on Request. (a) In case the Holding Company Parent shall receive from one or more holders of any Registrable Shares a written request or requests that the Holding Company Parent 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 Parent 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 Parent under this section 11.1 Section 10.1 are subject to the following qualifications:
(i) except as provided in section 11.1(b)(vSection 10.1(b)(vi), the Holding Company Parent shall only be obligated to effect two registrations pursuant to this section 11.1Section 10.1;
(ii) the Holding Company Parent shall not be obligated to effect any registration pursuant to this section 11.1 Section 10.1 unless it shall have been (A) the Holding Company shall have been requested to do so by the holder or holders of at least 50not less than 51% of the Registrable Shares at the time outstanding; however, if some holders of Registrable Securities did not initially request the first registration then the second registration hereunder must be at the request of those holders not initially requesting such registration holding at least 51% of the Registrable Securities of all such holders not initially requesting such registration outstanding and/or issuable at such time and (B) requested to effect the aggregate gross proceeds (before all fees, expenses and disbursements related thereto and all underwriters' discounts and commissions) from the sale registration of the Registrable Shares requested to be registered and sold in having an aggregate value of not less than $1,500,000 based on the public offering price for 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 $2,500,000shares;
(iii) the Holding Company Parent shall not be obligated to cause any registration statement relating to a registration requested effected pursuant to this section 11.1 Section 10.1 to become effective prior to March 13the earlier of (A) October 30, 20002008 and (B) the expiration of 120 days after the consummation of the Parent's initial public offering;
(iv) the Holding Company Parent shall not include in any registration, qualification or compliance requested pursuant to this Section 10.1 any other securities (including, without limitation, those to be issued and sold by the Parent) without the prior written consent of the holder or holders of not less than 50% of the Registrable Shares to be included in such registration, qualification or compliance;
(v) the Parent shall pay all Registration Expenses related to any registration, qualification and compliance requested effected pursuant to this section 11.1;Section 10.1; and
(vvi) if, in connection with any registration of Registrable Shares pursuant to this section 11.1Section 10.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% all of the Registrable Shares for which registration has been requested (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed by the managing underwriter(s) for such registration because, in its (or their) reasonable judgment, such limitation is necessary to effect an orderly public distribution)requested, then the holder or holders of the Registrable Shares shall be entitled to one an additional registration of Registrable Shares pursuant to this section 11.1; and
(vi) if the Holding Company shall furnish to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to a registration requested pursuant to this section 11.1 because such a filing at the time requested, or the offering of securities pursuant thereto, would materially interfere with any pending material transaction to which the Holding Company or any of its Subsidiaries is a party, the Holding Company shall have the right to delay such filing for a period ending not more than 90 days following the first date upon which it shall have received a written request or requests for such registration from the holder or holders of at least 50% of the Registrable Shares at the time outstanding and/or issuable; provided that (A) the Holding Company may not exercise this right to delay the filing of a registration statement on more than one occasion and (B) without limiting the generality of any other provision of this Agreement, the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any such registration prior to receipt of any such Officers' CertificateSection 10.1.
Appears in 1 contract
Registration on Request. (a) In case Subject to Section 4.1(c) and Section 4.3(a), if, at any time there is no currently effective Shelf Registration Statement on file with the Holding SEC, the Company shall receive from one or more holders of any Registrable Shares receives a written request or requests from the Investor that the Holding Company effect any registrationfile a Registration Statement covering the registration of at least 10% of the then-Outstanding Registrable Securities, qualification and/or compliance of any Registrable Shares held by (or issuable to) such holder or holders, and specifying then the intended method of offering, sale and distribution, the Holding Company will:
(i) promptly give written notice , as expeditiously as possible, use its commercially reasonable efforts to effect the registration of such portion 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, Securities that 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 Investor 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 a Registration Statement. Each request for a registration pursuant to this section 11.1 unless (A) Section 4.1 will be in writing and will specify the Holding Company shall have been requested to do so by the holder or holders approximate number 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 Securities requested to be registered and sold in such registration (determined reasonably by the Holding intended method of distribution. Notwithstanding the foregoing, the 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 will not be obligated to cause any registration statement relating to file a registration requested pursuant to this section 11.1 Section 4.1:
(i) within a period of 90 calendar days after the effective date of any other registration requested pursuant to become effective prior this Section 4.1;
(ii) on a total of more than five occasions;
(iii) in any particular jurisdiction in which the Company would be required to March 13execute a general consent to service of process in effecting such registration, 2000;qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(iv) if the Holding Company shall pay all Investor proposes to dispose of shares of Registrable Securities that may be registered at such time pursuant to a Registration Expenses related to any registration, qualification and compliance Statement contemplated in Section 4.2.
(b) A registration requested pursuant to this section 11.1Section 4.1 will not be deemed to have been effected unless the Registration Statement has become effective; provided, however, that if, within the period ending on the earlier to occur of (i) 90 days after the applicable Registration Statement has become effective and (ii) the date on which the distribution of the securities covered thereby has been completed, the offering of securities pursuant to such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such Registration Statement will be deemed not to have been effected; provided, further, that if the Investor, after exercising its right to request a registration pursuant to this Section 4.1, withdraws from a registration so requested after the filing thereof, such registration will be deemed to have been effective with respect to the Investor in accordance with this Section 4.1.
(c) Subject to Section 4.2, if, within five Business Days of receipt of a Registration Request, the Investor is advised in writing (the “Underwriter’s Advice”) that the Company has in good faith commenced the preparation of a Registration Statement for an underwritten Public Offering prior to receipt of such request and the managing underwriter of the proposed Public Offering has determined that in such firm’s good faith opinion, a registration at the time and on the terms requested would materially and adversely affect such underwritten Public Offering, then the Company will not be required to effect such requested registration pursuant to this Section 4.1 until the earliest of:
(i) the abandonment of such underwritten Public Offering by the Company;
(vii) if, in connection with any registration of Registrable Shares pursuant to this section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% 60 days after receipt of the Registrable Shares for which registration has been requested (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed Underwriter’s Advice by the managing underwriter(s) Investor, unless the Registration Statement for such registration because, in its (offering has become effective and such Public Offering has commenced on or their) reasonable judgment, prior to such limitation is necessary to effect an orderly public distribution), then the holders of the Registrable Shares shall be entitled to one additional registration of Registrable Shares pursuant to this section 11.160th day; and
(viiii) if the Holding Registration Statement for such Public Offering has become effective and such Public Offering has commenced on or prior to such 60th day, the day on which the restrictions on the Investor contained in the related lock-up agreement lapse with respect to such offering. Notwithstanding the foregoing, the Company shall furnish will not be permitted to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to defer a registration requested pursuant to this section 11.1 because such Section 4.1 in reliance on this Section 4.1(c) more than once in any 365-day period.
(d) The Company may postpone the filing or effectiveness of any Registration Statement and suspend the Investor’s use of any prospectus which is a filing at part of the time requestedRegistration Statement (in which event the Investor will discontinue sales of the Registrable Securities pursuant to the Registration Statement) for a period of up to an aggregate of 90 days in any 365-day period, or exclusive of days covered by any lock-up agreement executed by the offering of securities pursuant thereto, would materially interfere Investor in connection with any underwritten Public Offering, after the request for registration pursuant to this Section 4.1 if a Material Disclosure Event exists or is pending material transaction to which the Holding at such time.
(e) The Company or any of its Subsidiaries is a party, the Holding Company shall will have the right to delay such filing cause the registration of additional securities for a period ending not more sale for the account of any Person other than 90 days following the first date upon which it shall have received a written request Investor (including the Company) in any registration requested pursuant to this Section 4.1 to the extent the managing underwriter or requests other independent marketing agent for such registration from offering (if any) determines that, in its opinion, the holder or holders of at least 50% additional securities proposed to be sold will not materially and adversely affect the offering and sale of the Registrable Shares at Securities to be registered in accordance with the time outstanding and/or issuable; provided that (A) the Holding Company may not exercise this right to delay the filing intended method or methods of a registration statement on more than one occasion and (B) without limiting the generality of any other provision of this Agreement, the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any disposition then contemplated by such registration prior requested pursuant to receipt of any such Officers' Certificatethis Section 4.1.
Appears in 1 contract
Sources: Investor Rights Agreement (Navigator Holdings Ltd.)
Registration on Request. (a) In case Subject to the Holding limitations set forth herein, if the Company shall receive written notice requesting registration of Registrable Securities (a "REGISTRATION REQUEST") 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 willHolder:
(i) promptly give the Company shall promptly, but in no event more than ten (10) days following the receipt of such request, deliver to the Holder written notice of its intention to file a Registration Statement pursuant to such Registration Request and specify the principal amount, or number of shares, as the case may be, of Registrable Securities proposed registrationto be included pursuant to the Registration Request by the initiator of such request;
(ii) the Company shall, qualification and/or compliance within the time period specified in paragraph 2.1(b), below, prepare, file and use its best efforts to each holder of any cause to become effective a Registration Statement under the 1933 Act relating to the Registrable SharesSecurities specified in the Registration Request for inclusion; and
(iii) the Company shall use its best efforts to keep such Registration Statement current and effective until the earlier of (i) three (3) months after the date such Registration Statement is declared effective and (ii) as soon as practicable, effect the date that the Registrable Securities covered by such registration, qualification and/or compliance (including, without limitation, the execution Registration Statement have been disposed 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 Sharespursuant thereto.
(b) The obligations Company shall be obligated to file such Registration Statement as promptly as practicable, but in any event within sixty (60) days after receipt of the Holding first Registration Request and within ninety (90) days of receipt of each subsequent request; PROVIDED, HOWEVER, that, with respect to any Registration Statement filed, or to be filed, pursuant to this paragraph 2.1, if the Company under this section 11.1 are subject shall furnish to the following qualifications:Holder a certificate of an executive officer of the Company stating that, in such officer's good faith judgment, it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of significance to the Company) be significantly disadvantageous (a "DISADVANTAGEOUS CONDITION") to the Company or the Holder for such Registration Statement to be maintained effective, or to be filed and become effective, the Company shall be entitled to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement to be terminated, or, in the event such Registration Statement has not yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holder) and, upon receipt of any such notice of a Disadvantageous Condition, the Holder will forthwith discontinue use of the Prospectus contained in such Registration Statement and, if so directed by the Company, the Holder will deliver to the Company all copies, other than permanent file copies then in the Holder's possession, of the Prospectus then covering such Registrable Securities at the time of receipt of such notice, and, in the event no Registration Statement has yet been filed, all drafts of the Prospectus covering such Registrable Securities. Upon termination of such Disadvantageous Condition, the Company will, if requested by the Holder, use its best efforts to file such Registration Statement as promptly as practicable, but in any event within thirty (30) days of such termination. If the Company declines to file or withdraws a Registration Statement in accordance with this paragraph, then the election to initiate the proposed offering shall not constitute the exercise of a Registration Request by the Holder. The Company shall not be required to file a Registration Statement within three (3) months of the effective date of a prior Registration Statement filed as a result of a Registration Request. To the extent reasonably requested by the Holder, any offering pursuant to this paragraph 2.1 shall be an underwritten public offering.
(c) Notwithstanding anything contained herein to the contrary, (i) except as provided in section 11.1(b)(v), the Holding Company no Registration Request shall only be obligated to effect two registrations effective pursuant to this section 11.1;
paragraph 2.1 unless such request includes Registrable Securities having a principal amount of at least $200 million or a fair market value (as determined by the Board of Directors of the Company or any Committee thereunder authorized to act with respect to this Agreement (the "BOARD") in good faith) of at least $150 million with respect to any subsequent Registration Request; and (ii) the Holding Holder shall be entitled to make 3 (three) separate Registration Requests.
(d) The Company shall not be obligated to effect any will pay all Registration Expenses in connection with the registration of Registrable Securities effected by it pursuant to this section 11.1 unless (A) paragraph 2.1, and the Holding Company balance of any costs and expenses shall have been requested to do so be paid by the holder or holders of at least 50% of Holder.
(e) In the Registrable Shares at event that the time outstanding and/or issuable and (B) the aggregate gross proceeds (before all feesunderwriters, expenses and disbursements related thereto and all underwriters' discounts and commissions) from the sale of the Registrable Shares requested if any, with respect to an offering to be registered and sold in such registration (determined reasonably by made under this paragraph 2.1 should recommend that the Holding Company and the holder principal amount, or holders number of 66-2/3% or more shares, of the Registrable Shares Securities to be included in such registration) is at least $2,500,000;
(iii) the Holding Company shall not offering should be obligated limited due 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 compliance requested pursuant to this section 11.1;
(v) if, in connection with any registration of Registrable Shares pursuant to this section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% of the Registrable Shares for which registration has been requested (including on account of any limitation on the number market conditions or kind of securities that may be included in such registration which limitation is imposed by the managing underwriter(s) for such registration because, in its (or their) reasonable judgment, such limitation is necessary to effect an orderly public distribution)otherwise, then the holders of Holder shall determine the Registrable Shares shall Securities to be entitled to one additional registration of Registrable Shares pursuant to this section 11.1; and
(vi) if the Holding Company shall furnish to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to a registration requested pursuant to this section 11.1 because such a filing at the time requested, or the offering of securities pursuant thereto, would materially interfere with any pending material transaction to which the Holding Company or any of its Subsidiaries is a party, the Holding Company shall have the right to delay such filing for a period ending not more than 90 days following the first date upon which it shall have received a written request or requests for such registration from the holder or holders of at least 50% of the Registrable Shares at the time outstanding and/or issuable; provided that (A) the Holding Company may not exercise this right to delay the filing of a registration statement on more than one occasion and (B) without limiting the generality of any other provision of this Agreement, the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any such registration prior to receipt of any such Officers' Certificateincluded.
Appears in 1 contract
Registration on Request. (a) In case At any time after the Holding Company shall receive from one date hereof, upon the written request of Silver Lake or more holders any Transferee of Silver Lake; provided that no Transferee of Silver Lake or its Affiliates or of any Registrable Shares Transferee shall be permitted to request a written registration pursuant to this Section 4.2 unless the right to make such a request or requests was transferred to such Transferee pursuant to Section 3.1(b) (the "Demand Party") requesting that the Holding Company effect any registration, qualification and/or compliance the registration under the Securities Act of any all or part of such Demand Party's Registrable Shares held by (or issuable to) such holder or holders, Securities and specifying the amount and intended method of offeringdisposition thereof, sale and distributionincluding without limitation, pursuant to a shelf registration statement utilizing Rule 415 under the Securities Act, the Holding Company will promptly give written notice of such requested registration to all other Holders, and thereupon will, as expeditiously as possible, use its reasonable best efforts to effect the registration under the Securities Act of:
(i) promptly give written notice of the proposed registration, qualification and/or compliance Registrable Securities which the Company has been so requested to each holder of any Registrable Sharesregister by the Demand Party; and
(ii) as soon as practicable, effect such registration, qualification and/or compliance (including, without limitation, all other Registrable Securities which 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 Company has been requested to register by 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 Holder thereof by written request or requests, made given to the Company within 30 15 days after receipt the giving of such written notice from by the Holding CompanyCompany (which request shall specify the amount and intended method of disposition of such Registrable Securities), by any holder or holders of any Registrable Shares.
all to the extent necessary to permit the disposition (bin accordance with the intended method thereof as aforesaid) The obligations of the Holding Registrable Securities so to be registered; provided, that in no event shall the 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 required to effect two more than three registrations pursuant to this section 11.1;
Section 4.2 (iiwhich number shall be increased to four in the event any shares of Convertible Preferred Stock are issued); and provided, further, that, in the event the Company shall not have postponed the filing of a registration statement required by this Section 4.2 pursuant to Section 4.2(g) hereof within a period of 360 days from the Holding date of a demand notice under Section 4.2(a), the 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 file a 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 compliance requested pursuant to this section 11.1;
(v) if, in connection with any registration of Registrable Shares pursuant to request under this section 11.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration at least 85% of the Registrable Shares for which registration has been requested Section 4.2 (including on account of any limitation on the number or kind of securities that may be included in such registration which limitation is imposed by the managing underwriter(s) for such registration because, in its (or their) reasonable judgment, such limitation is necessary to effect an orderly public distribution), then the holders of the Registrable Shares shall be entitled to one additional registration of Registrable Shares pursuant to this section 11.1; and
(vi) if the Holding Company shall furnish to each holder of Registrable Shares an Officers' Certificate certifying that the Holding Company has determined, as evidenced by a written resolution of the board of directors of the Holding Company, that it is necessary to delay the filing of the registration statement related to a registration requested pursuant to this section 11.1 because such a filing at the time requested, or the offering of securities pursuant thereto, would materially interfere with any pending material transaction to which the Holding Company or any of its Subsidiaries is a party, the Holding Company shall have the right to delay such filing for a period ending not more other than 90 days following the first date upon which it shall have received a written request or requests for such registration from the holder or holders of at least 50% of the Registrable Shares at the time outstanding and/or issuable; provided that (A) the Holding Company may not exercise this right to delay the filing of a registration statement on more than one occasion and (BForm S-3 or any successor or similar short-form registration statement) without limiting within a period of 90 days after the generality effective date of any other provision of registration statement relating to any registration request under this AgreementSection 4.2 or to any registration effected under Section 4.1, in either case which was not effected on Form S-3 (or any successor or similar short-form registration statement). Nothing in this Section 4.2 shall operate to limit the Holding Company shall reimburse each holder of Registrable Shares for all expenses (including, without limitation, fees, expenses and disbursements of counsel) incurred in connection with any such registration prior to receipt right of any Holder to request the registration of Common Stock issuable upon conversion of the Notes or the Convertible Preferred Stock or the conversion, exchange or exercise of any other securities held by such Officers' CertificateHolder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities.
Appears in 1 contract