Registration Right Sample Clauses
A Registration Right clause grants certain parties, typically investors, the ability to require a company to register their securities with regulatory authorities, such as the SEC, to facilitate public resale. This right often applies to shares acquired in private placements or early investment rounds, and may specify the timing, process, and costs associated with registration. The core function of this clause is to provide liquidity to investors by enabling them to sell their shares in the public market, addressing the problem of restricted transferability in private companies.
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Registration Right. The Purchaser shall be entitled to customary demand and piggyback registration rights similar to other shareholders of the Company as disclosed in the Company SEC Documents. At the request of the Purchaser, the Company shall enter into a customary registration agreement with the Purchaser.
Registration Right. The Company will cause the shares underlying this Option to be registered under the Act upon written request given by holder after the occurrence of an event entitling holder to exercise this Option but at least 15 days prior to exercise of this Option provided that such registration may be made on Form S-8 prior to such exercise.
Registration Right. (a) On or before June 12, 2015, upon receipt of a written request from any Investor, the Company shall prepare and file with the SEC a secondary registration statement on behalf of Investors on Form S-3 (or any successor form thereto) covering the Shares (“Registration Statement”), and use its best efforts to cause the Registration Statement to become effective as soon thereafter as practicable; provided, however, that the Company shall be under no obligation to prepare and file the Registration Statement until it shall have received such written request.
(b) The Company shall prepare and file with the SEC such amendments, post-effective amendments and supplements to the Registration Statement and prospectus used in connection therewith (“Prospectus”) as may be necessary to keep the Registration Statement and Prospectus effective and current, respectively, until June 12, 2017, or if earlier, until such time as the number of Shares remaining unsold may be sold by Investors within 12 months in open market transactions under Rule 144. The Company will furnish such number of copies of the Prospectus and any supplement thereto and such other documents as Investors may reasonably request in order to facilitate the disposition of the Shares.
(c) In connection with the preparation and filing of the Registration Statement, Investors will furnish to the Company such information requested by the Company with respect to themselves and the proposed distribution of the Shares by them as shall be reasonably necessary in order to assure compliance with Federal and applicable state securities laws.
(d) The Company will use its best efforts to register or qualify the Shares under other securities or "blue sky" laws as may be necessary and do any other acts and things needed to enable Investors to consummate the disposition of the Shares; provided, however, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this paragraph (d).
(e) The Company may postpone for up to 90 days the filing or effectiveness of the Registration Statement if the Company's board of directors determines in its reasonable good faith judgment that the Registration Statement would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premat...
Registration Right. The Corporation represents that upon delivery to and receipt by the Corporation of a written notice from Employee to the effect below, the Corporation will use its best efforts to prepare, file, and maintain with the appropriate regulatory authorities an effective Registration Statement on Form S-8 (the "Form S-8"), or other applicable form, for the shares of its Common Stock underlying the Options granted by this Option Agreement, such Form S-8 to allow for the immediate resale of the shares subject to the Option Agreement, but only at such time as the Corporation is in compliance with the requirements to use the Form S-8 or other applicable form.
Registration Right. The Warrant Securities are subject to the terms of a Registration Rights Agreement. Upon request, a copy of the Registration Rights Agreement is available, without charge, from the Company.
Registration Right. The Company agrees to file a registration statement ("Registration Statement") on Form S-8 (or successor form) to register the Option Shares for issuance to Employee on or prior to the date the Option or any portion thereof first becomes exercisable. The Company will bear all expenses and pay all fees incurred in connection with the filing and modification or amendment of the Registration Statement, exclusive of underwriting discounts, and commissions payable in respect of the sale of the Common Stock and any counsel for the Employee. Moreover, if the Company fails to comply with the provisions of this Section 14, the Company shall, in addition to any other equitable or other relief available to the Employee, be liable for any and all incidental, special and consequential damages and damages due to loss of profits sustained by the Employee.
Registration Right. The Company hereby covenants and agrees to include, in the next Registration Statement on Form S-1 or Registration Statement on Form S-3 that it files with the Commission for the public resale of shares of Common Stock (such Registration Statement, together with any prospectus, prospectus supplement or amendment thereto, the “Registration Statement”) no less than the number of shares of Common Stock equivalent to the Conversion Amount (subject to adjustment for any stock split, reverse stock split or the like) which may be issuable to the Payee under this Agreement (the “Registrable Securities”). Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as reasonably practicable. Following effectiveness of the Registration Statement, Company shall use reasonable best efforts to keep the Registration Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the date that all Registrable Securities covered by the Registration Statement shall be disposed of pursuant to the Registration Statement.
Registration Right. Notwithstanding anything herein to the contrary, unless the Warrant Shares have been registered in accordance with the Registration Rights Agreement, during the five (5) year period commencing on the date of this Warrant, if the Company proposes to file a registration statement for a public offering of any of its securities under the Securities Act of 1933, as amended, it will give written notice, at least twenty (20) days prior to the filing of each such registration statement, to the holder of the Warrant and/or the Common Stock previously received upon exercise hereof (and not previously sold by such holder) of its intention to do so. Upon the holder's request within ten (10) days after it has received such notice from the Company, the Company shall include the Common Stock received or receivable upon exercise of this Warrant owned in such registration statement such that said Common Stock received or receivable upon such exercise shall be registered or qualified under such registration statement. This provision is not applicable to a registration statement filed on Form S-4 or Form S-8, nor is it applicable to the Warrant once it has expired under the terms hereof or has been exercised and the holder received non-restricted Common Stock upon such exercise. The rights described in this Section 12 are in addition to the rights afforded the Holder by the applicable provisions of the Securities Purchase Agreement.
Registration Right. The Optionee shall have the right to have any shares of Common Stock acquired on exercise of the Option "piggy-backed" or included in any Registration Statement filed by the Company under the Act for the sale of Common Stock as set out below.
(a) This "piggy-back" right shall exist and be effective for the two-year period following the acquisition of the Common Stock by exercise of the Option and for so long thereafter as the Holder is deemed to be an "affiliate" of the Company for purposes of Rule 144 adopted under the Act.
(b) If the Registration Statement is being filed for a distribution of Common Stock which is being underwritten by a securities broker-dealer, the Holder's "piggy-back" right to have shares of Common Stock included therein will be subject to willingness of the underwriter to have the shares included or to any reasonable limitations which the underwriter may impose on the Holder's piggy-back" rights.
Registration Right. (a) If, commencing one (1) year after the date hereof, the Issuer proposes to claim an exemption under Section 3(b) for a public offering of any of its securities or to register under the Securities Act of 1933 (except by a claim of exemption or registration statement on a form that does not permit the inclusion of shares by its security holders) any of its securities, it will give written notice to the registered Holder of this Note, and all registered Holders of shares of common stock acquired upon the conversion of this Note, of its intention to do so and, on the written request of any such registered holders given within twenty (20) days after receipt of any such notice (which request must be made within five (5) years from the date of this Note and which notice shall specify the shares of common stock intended to be sold or disposed of by such registered holder and describe the nature of any proposed sale or other disposition thereof), the Issuer will use its best efforts to cause all such shares, the registered holders of which shall have requested the registration or qualification thereof, to be included in such notification of registration statement proposed to be filed by the Issuer; provided, however, that nothing herein shall prevent the Issuer from, at any time, abandoning or delaying any such registration initiated by it. If any such registration shall be underwritten in whole or in part, the Issuer may require that the shares requested for inclusion pursuant to this section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment, as expressed in writing delivered to the registered holder(s), of the managing underwriter of such public offering the inclusion of all of the shares originally covered by a request for registration would reduce the number of shares to be offered by the Issuer or interfere with the successful marketing of the shares of stock offered by the Issuer, the number of shares otherwise to be included pursuant to this Section in the underwritten public offering may be reduced; provided, however, that any such required reduction shall be pro rata among all persons (other than the Issuer) who are participating in such offering. Those shares which are thus excluded from the underwritten public offering shall be withheld from the market for a period, not to exceed 90 days, which the managing underwriter reasonably determines is...