Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect: (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group; (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000; (iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof; (v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities; (vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or (vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 3 contracts
Sources: Registration Rights Agreement (SouFun Holdings LTD), Registration Rights Agreement (Apax Europe VI-1 LP), Registration Rights Agreement (SouFun Holdings LTD)
Request for Demand Registration. At To the extent permitted by applicable law and regulations, and subject to Section 6 hereof on up to a maximum of two occasions, at any time commencing one hundred and eighty (180) days on or after the IPO Effectiveness Date, each first anniversary of the Designated Holders date hereof, any Crestview Holder (eachin each case, an a “Demand Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Demand Initiating Holder(s)Holders, together with the other Designated Holders that include Registrable Securities in (other than the Demand Registration Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 43(b), propose to sell their Registrable Securities at an having aggregate price Face Value (calculated based upon as such term is defined in the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable SecuritiesMerger Agreement) to the public of less than US$20,000,000;
$30,000,000, and (iiiii) a any Demand Registration in any particular jurisdiction in which within the Specified Period (or such shorter period as the Company would be required to execute a general consent to service of process may determine in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ivits sole discretion) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)S-8); or
(vii) provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the Company, within ten (10) days conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) some wrongful act or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of omission by a Registration Statement Designated Holder affiliated with the Commission within thirty Demand Initiating Holder. In addition, if (301) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or (ii) because such registration would require the disclosure of important confidential Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a material bona fide business purpose for preserving as confidential the confidentiality of such proposed transaction or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction information (a “Valid Business Reason”), then (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer existsexists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than ninety (90) days; 45 days after the date when the Demand Registration was requested), and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Demand Initiating Holder of each of its determination to postpone filing, amending or withdraw supplementing a Registration Statement Statement, and of the fact that the Valid Business Reason for such postponement or withdrawal no longer existsexists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or withdraw a filing supplement under this Section 3(a) due to a Valid Business Reason for more than once 90 days in any twelve (12) -month period. Each request for a Demand Registration by the Demand Initiating Holders Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.
Appears in 3 contracts
Sources: Registration Rights Agreement (Cott Corp /Cn/), Registration Rights Agreement (Cott Corp /Cn/), Merger Agreement (Cott Corp /Cn/)
Request for Demand Registration. At Subject to Section 3(f) below, at any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each Designated Holders holding at least 25% of the Registrable Securities held by all of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”"INITIATING HOLDERS") may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for writing the registration of Registrable SecuritiesSecurities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"). For purposes of Notwithstanding the preceding sentenceforegoing, two in no event shall the Company be required to effect more than three Demand Registrations. Two or more Registration Statements registrations filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month periodstatement. Each request for a Demand Registration by the Initiating Holders in respect thereof shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by Stockholders other than the Holders; provided, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.
Appears in 3 contracts
Sources: Registration Rights Agreement (Terfin International LTD), Registration Rights Agreement (Teribe LTD/Three Cities Holdings LTD), Registration Rights Agreement (Three Cities Fund Ii Lp)
Request for Demand Registration. At To the extent permitted by applicable law and regulations, at any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each of the Designated Holders (each, an “Initiating Holder” and collectivelytime, the “Initiating Holders”) Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two five such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
Registrations, (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include propose to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$20,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) a any such Demand Registration in any particular jurisdiction in which within the Specified Period (or such shorter period as the Company would be required to execute a general consent to service of process may determine in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ivits sole discretion) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable SecuritiesS-8). For purposes of the preceding sentenceIn addition, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (ii) because such registration would require the disclosure of important confidential Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a material bona fide business purpose for preserving as confidential the confidentiality of such proposed transaction or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction information (a “Valid Business Reason”), then (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; sixty days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder all Designated Stockholders of its determination to postpone filing, amending or withdraw supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or withdraw a filing supplement under this Section 3(a) due to a Valid Business Reason (i) for more than once 90 days in any twelve twelve-month period or (12ii) month for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 3 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Ply Gem Holdings Inc), Registration Rights Agreement (Ply Gem Holdings Inc)
Request for Demand Registration. At any time commencing one hundred Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wass▇▇▇▇▇▇▇ ▇▇ Wass▇▇▇▇▇▇▇ ▇▇▇ders designated by Wass▇▇▇▇▇▇▇ (▇▇e "INITIATING WASS▇▇▇▇▇▇▇ ▇▇▇DERS"), and eighty Heartland or an Investor Stockholder designated by the Heartland Entities (180) days after the IPO Effectiveness Date, "INITIATING INVESTOR HOLDERS," each of the Designated Holders (each, an “Initiating Holder” and collectivelyBlackstone Holders, the “Initiating Holders”) Wass▇▇▇▇▇▇▇ ▇▇▇ders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “Demand Registration”)"DEMAND REGISTRATION", the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect:
effect (ix) more than two four (4) such Demand Registrations for at the General Atlantic Shareholder as a group request of Initiating Investor Holders, and (y) in the aggregate not more than two four (4) such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of Initiating Blackstone and Initiating Wass▇▇▇▇▇▇▇ ▇▇▇ders: two of which shall be at the request of Initiating Holders, gives notice to Blackstone Holders and two of which shall be at the General Atlantic Representative (on behalf request of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)Initiating Wass▇▇▇▇▇▇▇ ▇▇▇ders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”"VALID BUSINESS REASON"), then the Company may (ix) postpone filing a Registration Statement registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; , and (iiy) in case a Registration Statement registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wass▇▇▇▇▇▇▇ ▇▇▇ector, if applicable, may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statementregistration statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 3 contracts
Sources: Share Purchase Agreement (Cypress Capital Advisors LLC), Stock Purchase Agreement (Cypress Capital Advisors LLC), Share Purchase Agreement (Collins & Aikman Corp)
Request for Demand Registration. At Subject to Section 3(f) below, at any time commencing one hundred and eighty (180) days after 6 months from the IPO Effectiveness Datedate of the consummation of an Initial Public Offering, each of the Designated Holders (eachother than the Individual Investors who, an “for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), each an "INITIATING HOLDER") shall have the number of Registrable Securities stated right to make one request in such request; provided, however, writing that the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include register Registrable Securities in under the Demand Registration pursuant to Section 4Act, propose to sell their Registrable Securities at an aggregate price (calculated based upon and under the Market Price securities or blue sky laws of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
designated by such holder or holders (vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of each such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than once in any twelve (12) month periodthree Demand Registrations. Each request for a Demand Registration by the an Initiating Holders Holder in respect thereof shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the Demand Registration rights.
Appears in 3 contracts
Sources: Registration Rights Agreement (Carescience Inc), Registration Rights Agreement (Carescience Inc), Registration Rights Agreement (Carescience Inc)
Request for Demand Registration. At any time, and from time commencing to time, one hundred and eighty (180) days after the IPO Effectiveness Date, each or more of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 at the election of the Initiating Holders, (i) on Form S-1 or any successor theretosimilar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (iA) more than two three such Demand Long-Form Registrations for the General Atlantic Shareholder as a group each Holder and more than two such Demand Registrations for the Apax Shareholders as a group;
(iiB) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable SecuritiesSecurities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than US$20,000,000;
(iiix) a Demand Registration $30,000,000.00 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing case of a Long-Form Registration Statement with or (y) $5,000,000.00 in the Commission within thirty (30) days case of receipt of such request (other than with respect to a Registration Statement on Short-Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)Registration. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Demand Long-Form Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. The Initiating Holders shall be entitled to no more than one Short-Form Registration every six months.
Appears in 3 contracts
Sources: Registration Rights Agreement (Harbinger Group Inc.), Registration Rights Agreement (Spectrum Brands Holdings, Inc.), Registration Rights Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
Request for Demand Registration. At any time, and from time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each of the Designated Holders (each, an “Initiating Holder” and collectivelyto time, the “Initiating Holders”) Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor form thereto) ), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two three such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
Registrations, (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include propose to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$20,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities, (iii) a any such Demand Registration in commencing prior to the time permitted under any particular jurisdiction in which applicable Lock-up Agreement of the Company would be required to execute a general consent to service of process in effecting Designated Stockholders, as such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as Lock-up Agreement may be required by the Securities Act;
amended or waived, or (iv) a any such Demand Registration if the Initiating Holder(swithin ninety (90) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following days after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor form thereto)); or
provided, further, however, that notwithstanding the foregoing, each of FTV and the Management Stockholders may not exercise its right to act an Initiating Holder pursuant to clause (viib) a Demand Registration of the definition thereof (i) more than once or (ii) if such holder does not own at least 7.5% of the Company, within ten (10) days ’s outstanding Common Stock as of the receipt of the request of the Initiating Holdersdate such holder seeks to exercise such right. In addition, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If if the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) days; days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, upon the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration StatementStatement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such postponement, the Initiating Holders may request the prompt amendment or supplement of such Registration Statement or request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above)). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder all Designated Stockholders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) due to a Valid Business Reason more than once in any twelve six (126) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (ExlService Holdings, Inc.), Registration Rights Agreement (ExlService Holdings, Inc.)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each of the Designated Any Adelson Holder or ▇▇▇▇▇▇▇ Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor form thereto) (a “Demand Registration”), ) the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s)Holders, together with the other Designated Holders that include Registrable Securities (other than the Initiating Holders) which have requested to register securities in the Demand Registration such registration pursuant to Section 43(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the last date of filing of on which the Company could receive requests for inclusion in such Demand Registration Statement with respect to such Registrable Securitiesunder Section 3(b)) to the public of less than US$$20,000,000;
, (ii) any such Demand Registration commencing prior to the time permitted under the Lock-up Agreement of the Designated Holder, as such Lock-up Agreement may be amended or waived, or (iii) a any such Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
within ninety (iv90) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following days after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor form thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) days; days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, upon the Company approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration StatementStatement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve six (126) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Las Vegas Sands Corp), Registration Rights Agreement (Las Vegas Sands Corp)
Request for Demand Registration. At any time commencing one hundred and eighty (180i) days after Following the IPO Effectiveness Date, each occurrence of the Designated Holders (eachIPO, an “Initiating Holder” and collectivelysubject to Section 3.4, any Holder shall have the “Initiating right, for itself or together with one or more other Holders”) may , to make a written request from time to time (a “Demand Registration Request”) to the Company to register, and for Registration of all or part of the Company shall register, under the Registrable Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) held by such Holder (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;.
(ii) a Each Demand Registration if Request shall specify (x) the Initiating Holder(s), together with the other Designated Holders that include aggregate amount of Registrable Securities in proposed to be registered, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at Request is for an aggregate price Underwritten Offering or a Shelf Registration (calculated based upon the Market Price of the Registrable Securities on the date of filing of the a “Shelf Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;Request”).
(iii) If a Demand Registration in any particular jurisdiction in which the Company would be required to execute Request is for a general consent to service of process in effecting such registrationShelf Registration, qualification or compliance unless and the Company is already subject eligible to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to file a Registration Statement on Form F-3 S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-3 pursuant to a request made Rule 415 under Section 5 hereof;the Securities Act relating to the offer and sale of Registrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such Holders, subject to all applicable provisions of this Agreement.
(viv) a If the Demand Registration in any jurisdiction other than the jurisdiction(s) in which Request is for a Shelf Registration and the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining is not eligible to Class A Ordinary Shares or ADSs (other than file a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if S-3, the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement Company shall promptly file with the Commission within thirty (30) days of receipt of such request (other than with respect to SEC a Shelf Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) S-1 or any other registration which form that the Company is not appropriate for then permitted to use pursuant to Rule 415 under the registration of Registrable Securities). For purposes of the preceding sentence, two Securities Act (or more such other Registration Statements filed in response to one demand shall be counted Statement as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities should not be made or continued because it would by the initiating Holders from time to time in accordance with the methods of distribution elected by such Holders.
(iv) be seriously detrimental to If on the date of the Shelf Registration Request the Company or is a WKSI, then any Shelf Registration Statement may (iiif the Board of Directors determines it to be appropriate to do so) require include an unspecified amount of Registrable Securities to be sold by unspecified Holders; if on the disclosure date of important confidential information that the Shelf Registration Request the Company has is not a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”)WKSI, then the Company may (i) postpone filing a Shelf Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if Request shall specify the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement aggregate amount of Registrable Securities to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofregistered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Excelerate Energy, Inc.), Registration Rights Agreement (Excelerate Energy, Inc.)
Request for Demand Registration. (A) At any time commencing one hundred prior to the IPO Effectiveness Date, any of the Oaktree Stockholders, and eighty (180B) days at any time after six months after the IPO Effectiveness Date, each any of the Designated Holders Oaktree Stockholders or any of the Major Stockholders, (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 at the election of the Initiating Holders, (i) on Form S-1 or any successor theretosimilar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that (I) the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) effect a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable SecuritiesSecurities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than US$20,000,000;
(iiix) $15,000,000 in the case of a Demand Long-Form Registration or (y) $5,000,000 in any particular jurisdiction in which the case of a Short-Form Registration, and (II) the Company would shall not be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention obligated to effect more than one Long-Form Registration for all Major Stockholders in the filing of a Registration Statement with aggregate or more than two Short-Form Registrations for all Major Stockholders in the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)aggregate. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Demand Long-Form Registration. If , and the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental Major Stockholders may use an available request for a Long Form Registration to cause the Company or (ii) require the disclosure to effect a Short-Form Registration instead of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Long-Form Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (OCM PE Holdings, Inc.), Investment Agreement (Pulse Electronics Corp)
Request for Demand Registration. At To the extent permitted by applicable law and regulations, at any time commencing one hundred and eighty (180) beginning 180 days after the IPO Effectiveness DateInitial Public Offering, each of the Designated Holders (each, an “any Initiating Holder” and collectively, the “Initiating Holders”) Holder may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two five such Demand Registrations for initiated by the Standard General Atlantic Shareholder as a group and more than two Parties or three such Demand Registrations for initiated by the Apax Shareholders as a group;
▇▇▇▇▇ Parties, (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include propose to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) a any such Demand Registration in any particular jurisdiction in which within the Specified Period (or such shorter period as the Company would be required to execute a general consent to service of process may determine in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ivits sole discretion) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable SecuritiesS-8). For purposes of the preceding sentenceIn addition, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (ii) because such registration would require the disclosure of important confidential Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, (2) the Company has a material bona fide business purpose for preserving as confidential the confidentiality of such proposed transaction or information and (3) the disclosure of which would materially impede Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s ability securities as a result of the proposed transaction or information pursuant to consummate a significant transaction the Company’s securities trading policies (a “Valid Business Reason”), then (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; sixty days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder all Designated Stockholders of its determination to postpone filing, amending or withdraw supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or withdraw a filing supplement under this Section 3(a) due to a Valid Business Reason (i) for more than once 120 days in any twelve twelve-month period or (12ii) month for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Turning Point Brands, Inc.), Registration Rights Agreement (Turning Point Brands, Inc.)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO ------------------------------- Effectiveness DateDate and prior to the time the Company is eligible to file a Registration Statement on Form S-3 or any successor thereto, each of (i) one or more of the Designated Holders General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, and (each, an “Initiating Holder” and collectively, ii) one or more of the “Major Stockholders (the "Initiating Holders”") may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) effect more than two such one Demand Registrations Registration for the General Atlantic Shareholder as a group Stockholders and more than two such one Demand Registrations Registration for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration Major Stockholders pursuant to this Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand RegistrationRegistration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within sixty (60) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any would be adversely affected by the requested registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure material detriment of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (i3) postpone filing months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a Registration Statement relating request to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken be exercised by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve one-year period. In addition, the Company shall not be required to effect any registration within sixty (1260) month perioddays after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Prime Response Inc/De), Registration Rights Agreement (Prime Response Group Inc/De)
Request for Demand Registration. At (a) Unless a Shelf Registration Statement is then in effect pursuant to Section 3.2.1, at any time commencing after the date that is one hundred and eighty twenty (180120) days after the IPO Effectiveness Closing Date, each of the Designated Holders (each, an “Initiating Holder” and collectively, shall have the “Initiating Holders”) may right to make a written request from time to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) time (a “Demand RegistrationRegistration Request”) to the Company for Registration of either (i) an aggregate number of Registrable Securities equaling at least thirty three percent (33.0%) of the total number of shares of Common Stock issued to the Holders at the Closing or (ii) all remaining outstanding Registrable Securities held by the Holders (subject, with respect to both clauses (i) and (ii), to the limitations on Transfer in Section 3.4.2 of this Agreement) (the “Threshold Amount”), . Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.”
(b) Each Demand Registration Request shall specify (i) the number of Registrable Securities stated to be registered, and (ii) the intended method or methods of disposition thereof.
(c) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable (but in no event more than ninety (90) days after receipt of the Demand Registration Request) file a Registration Statement (a “Demand Registration Statement”), as specified in the Demand Registration Request for such requestDemand Registration, relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act; provided, however, provided that the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent take any action to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a cause any Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice become effective under the Securities Act on a date that is prior to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly one hundred eightieth (180th) day after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofClosing Date.
Appears in 2 contracts
Sources: Investor Agreement (Computer Programs & Systems Inc), Merger Agreement (Computer Programs & Systems Inc)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each of the Designated Any Adelson Holder or ▇▇▇▇▇▇▇ Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor form thereto) (a “Demand Registration”), ) the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s)Holders, together with the other Designated Holders that include Registrable Securities (other than the Initiating Holders) which have requested to register securities in the Demand Registration such registration pursuant to Section 43(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the last date of filing of on which the Company could receive requests for inclusion in such Demand Registration Statement with respect to such Registrable Securitiesunder Section 3(b)) to the public of less than US$$20,000,000;
, (ii) any such Demand Registration commencing prior to the time permitted under the Lock-up Agreement of the Designated Holder, as such Lock-up Agreement may be amended or waived, or (iii) a any such Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
within ninety (iv90) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following days after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) form thereto or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement an “automatic shelf registration” on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable SecuritiesS-3). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) days; days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, upon the Company approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration StatementStatement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve six (126) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Las Vegas Sands Corp), Registration Rights Agreement (Las Vegas Sands, LLC)
Request for Demand Registration. At any time commencing one hundred and eighty (180) after the date that is 270 days after the IPO Effectiveness Closing Date, each the holders of 25% of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) outstanding Registrable Securities may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number for registration of Registrable Securities stated in under the Act, and under the securities or blue sky laws of any jurisdiction designated by such requestholder or holders (a "Demand Registration"); provided, howeverthat the Company will not be required to effect more than six Demand Registrations in the aggregate at the request of the holders of Registrable Securities pursuant to this Section 9.2(a) and provided, further, that the Company will not be required to effect more than four Demand Registrations pursuant to this Section 9.2(a) using a registration form other than a Form S-3 Registration Statement; and provided, further, that the Company shall not be obligated required to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a complete any Demand Registration if after the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the fourth Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an unless the anticipated aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) proceeds to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company selling shareholders would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month periodexceed $2,500,000. Each such request for a Demand Registration by the Initiating Holders shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all holders holding Registrable Securities and include in such registration all Registrable Securities held by a holder thereof with respect to which the Company has received written requests for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Except with respect to Persons who as of the date of this Agreement have the contractual right to piggy-back on a Demand Registration pursuant to registration rights agreements identified on Schedule 4.8, unless holders of a majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other Person (other than the Company and any other holder of Registrable Securities), shall be permitted to offer securities under any such Demand Registration. Subsequent to the date hereof, the Company shall not grant to any Person who does not presently have such right, the right to piggy-back on a Demand Registration.
Appears in 2 contracts
Sources: Investment Agreement (Mac Music LLC), Investment Agreement (Sk Palladin Partners Lp)
Request for Demand Registration. At any time commencing one hundred and eighty (180a) days after Following the IPO Effectiveness Effective Date, each of the Designated Holders (each, an “Initiating Holder” and collectivelyIntel Investor, the “Initiating Holders”) may TPG Investor and the TB Investor shall have the right to make a written request from time to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) time (a “Demand RegistrationRegistration Request”), the number of Registrable Securities stated in such request; provided, however, that ) to the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of all or part of the Registrable Securities on the date of filing of the held by such Holder. Any such Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be in respect of at least $100 million in anticipated aggregate net proceeds from all shares sold pursuant to such registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided, that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.2 or Section 3.2.5(c) unless and until the Demand Registration has become effective and the Demanding Holders are able to register and sell at least 75% of the Registrable Securities requested to be included in such Valid Business Reason no longer exists, but in no event for more than ninety registration.
(90b) days; Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities to be registered and (iiy) in case the intended method or methods of disposition thereof.
(c) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement has been filed (a “Demand Registration Statement”) relating to a such Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may and use its commercially reasonable efforts to cause such Demand Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to promptly declared effective under the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofAct.
Appears in 2 contracts
Sources: Registration Rights Agreement (McAfee Corp.), Registration Rights Agreement (McAfee Corp.)
Request for Demand Registration. At (i) Subject to the limitations contained in the following paragraphs of this Section 2, the holders of fifty-one (51%) percent or more of the Restricted Securities may at any time commencing one hundred and eighty give to the Company, pursuant to this clause (180) i), a written request for a Demand Registration of Restricted Securities. Within 10 days after the IPO Effectiveness Date, each receipt by the Company of the Designated Holders (each, an “Initiating Holder” and collectivelyany such written request, the “Initiating Holders”Company will give written notice of such registration request to all Stockholders.
(ii) may make a Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request to for a Demand Registration: (A) the Company will be obligated and required to register, and include in such Demand Registration all Restricted Securities with respect to which the Company shall registerreceive from Stockholders, under within 30 days (the Securities Act (other than "Inclusion Period") after the date on which the Company shall have given to all Stockholders a written notice of registration request pursuant to a Registration Statement on Form ▇-▇Section 2(a)(i) hereof, ▇-▇ or S-8 or any successor thereto) (a “the written requests of such Stockholders for inclusion of their respective shares of Restricted Securities in such Demand Registration”), and (B) the number Company will use its reasonable best efforts in good faith to effect promptly (but in no event later than ninety-five (95) days from the end of Registrable Securities stated in such request; the Inclusion Period, provided, however, that such ninety-five (95) day period shall be extended for up to sixty (60) additional days in the event of a material development that shall hinder the Company from effecting such registration) the registration of all such Restricted Securities; provided, that, the Company shall not be obligated to effect:
(i) more than two cause the effectiveness of a Demand Registration of any convertible Restricted Securities unless and until such convertible Restricted Securities included in a Demand Registration shall have been converted into Common Stock of the Company prior to or simultaneously with the effectiveness of a Demand Registration; and provided, further, that each Stockholder shall be entitled to convert any Common Stock so converted back into convertible Restricted Securities in the event such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
Registration is not declared effective. All written requests made by Stockholders pursuant to this clause (ii) a Demand Registration if will specify the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose number of shares of Registrable Restricted Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn registered and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by holders of 51% or more of the Restricted Securities to be included in such Demand Registration.
(iii) Any Stockholder shall be permitted to withdraw all or any part of the Restricted Securities of such Stockholder from any Demand Registration at any time prior to the effective date of such Demand Registration, but in the case of an underwritten public offering, only if such Stockholder is permitted to do so by the managing underwriters or pursuant to any agreement therewith. Upon such withdrawal, subject to Section 2(b)(ii), such Restricted Securities shall count as being part of a Demand Registration for purposes of Section 7(a) hereof unless the withdrawing Stockholder bears one-half of its pro rata share of the costs associated with such Demand Registration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Access Solutions International Inc), Registration Rights Agreement (Paperclip Imaging Software Inc/De)
Request for Demand Registration. At any time, and from time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each of the Designated Holders (each, an “Initiating Holder” and collectivelyto time, the “Initiating Holders”) Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇Act, ▇-▇ or S-8 or any successor thereto) in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
or (ii) a any such Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price within ninety (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities90) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following days after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor form thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentencethis Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. If In addition, if the Company’s Board of Directors, Directors determine in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially and adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require would involve initial or continuing disclosure obligations that would not be in the disclosure best interests of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; exists and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration StatementStatement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder all Designated Stockholders of its determination to postpone or withdraw the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Hollinger Inc), Registration Rights Agreement (Sun-Times Media Group Inc)
Request for Demand Registration. At Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time commencing one hundred and eighty (180) days after the IPO Effectiveness Datedate hereof, each one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the Designated Holders holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an “Initiating Holder” "INITIATING HOLDER" and collectivelytogether, the “Initiating Holders”) "INITIATING HOLDERS"), may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect:
effect (ix) more than two one such Demand Registrations Registration for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders Stockholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”"VALID BUSINESS REASON"), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety one hundred and twenty (90120) days; , and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereofthereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (General Atlantic Partners LLC), Registration Rights Agreement (General Atlantic Partners LLC)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Dateearliest of (i) the expiration or consummation of the exercise of the right of the General Atlantic Stockholders and the Coinvestor Stockholders (or their respective permitted transferees) to subscribe for those shares of Series E Preferred Stock offered in the Rights Offering but not acquired by holders of shares of the Company's Common Stock, (ii) the termination of the Rights Offering and (iii) April 30, 2004, if the Conversion and Exchange and the Conversion have not occurred on or prior to such date, each of (A) the Designated Holders General Atlantic Stockholders, (each, an “Initiating Holder” B) the Coinvestor Stockholders and collectively, (C) Apex Capital (the “"Initiating Holders”) "), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement and on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) an appropriate registration statement form as reasonably determined by the Company and approved by the Initiating Holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) effect more than two one such Demand Registrations Registration for the General Atlantic Shareholder as a group Stockholders (subject to Section 3(e)(ii) below), more than one such Demand Registration for the Coinvestor Stockholders (subject to Section 3(e)(ii) below) and more than two one such Demand Registrations Registration for the Apax Shareholders as Apex Stockholders (subject to Section 3(e)(ii) below). If following receipt of a group;
(ii) written request for a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “"Valid Business Reason”"), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; , and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Director appointed by the General Atlantic Stockholders, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Critical Path Inc), Registration Rights Agreement (Critical Path Inc)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days year after the IPO Effectiveness Datedate hereof, each of either the Designated Holders General Atlantic Stockholders or the Coinvestor Stockholders (each, an “Initiating Holder” and collectively, the “"Initiating Holders”) "), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement and on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) an appropriate registration statement form as reasonably determined by the Company and approved by the Initiating Holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) effect more than two one such Demand Registrations Registration for the General Atlantic Shareholder as a group Stockholders (subject to Section 3(e)(ii) below) and more than two one such Demand Registrations Registration for the Apax Shareholders as Coinvestor Stockholders (subject to Section 3(e)(ii) below). If following receipt of a group;
(ii) written request for a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “"Valid Business Reason”"), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; , and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Director appointed by the General Atlantic Stockholders, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 2 contracts
Sources: Registration Rights Agreement (Critical Path Inc), Registration Rights Agreement (Critical Path Inc)
Request for Demand Registration. (i) At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Respective Demand Registration Date, each one or more of (x) the General Atlantic Shareholders as a group, acting through GAP LP or their written designee or (y) the Class A Shareholders as a group, upon the written request of Class A Shareholders holding 25% or more of the Designated Holders Registrable Securities held by all the Class A Shareholders, (each, an “Initiating Holder” and collectivelytogether, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (iA) more than two (2) such Demand Registrations for the General Atlantic Shareholder as a group Shareholders and more than two six (6) such Demand Registrations in the aggregate for the Apax Class A Shareholders as a group;
and (iiB) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration$30,000,000, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(sHolders have elected in accordance with Section 3(e) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a cause such Demand Registration to be in any jurisdiction other than the jurisdiction(s) in which form of a firm commitment underwritten offering, or $15,000,000, if the Company has already effected a registered public offering of its equity securities;
(vi) a Initiating Holders have not elected to cause such Demand Registration during to be in the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing form of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)firm commitment underwritten offering. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. .
(ii) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (ix) be seriously detrimental to materially adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (iiy) require the Company to disclose in a Registration Statement information not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the Board of Directors, (A) such disclosure of important confidential information that would be materially harmful to the Company and its stockholders or (B) the Company has a material business bona fide purpose for preserving as confidential or the disclosure confidentiality of which would materially impede the Company’s ability to consummate a significant transaction such information (each, a “Valid Business Reason”), then the Company (1) may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; , and (ii2) in case a Registration Statement has been filed relating to a Demand Registration, if upon the Valid Business Reason has not resulted from actions taken by approval of a majority of the CompanyBoard of Directors, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once twice in any twelve (12) month periodperiod for periods that in the aggregate may not exceed ninety (90) days. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Archipelago Holdings L L C)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date------------------------------- date hereof, each so long as the Purchasers own Registrable Securities, on an as-converted basis, equal to at least 1/3 of the Designated Holders Shares, then the holders of 25.0% of the outstanding Registrable Securities (each, an “Initiating Holder” and collectively, the “Initiating Holders”"Stockholders") may make a written request to (the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto"Demand Notice") (a “Demand Registration”), the number for registration of Registrable Securities stated in under the Act, and under the securities or blue sky laws of any jurisdiction designated by such requestholder or holders (a "Demand Registration"); provided, howeverthat the Company -------- will not be required to effect more than three Demand Registrations in the aggregate at the request of the holders of Registrable Securities pursuant to this Section 9.2(a); provided, further, that the Company -------- ------- shall not be required to effect more than one registration pursuant to this section in any six-month period. Notwithstanding the foregoing, the Company shall not be obligated required to effect:
(i) more than two such effect any Demand Registrations Registration unless the anticipated aggregate proceeds to the selling holders would equal or exceed $5,000,000. Upon a request for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if Registration, the Initiating Holder(s), together Company shall use its best efforts to prepare and file with the other Designated Holders that include Registrable Securities in the Demand Registration SEC, as soon as reasonably practicable, a registration statement for an offering to be made on a continuous basis pursuant to Section 4, propose Rule 415 of the Act (or any successor rule or similar provision then in effect) (a "Shelf Registration Statement") registering the resale from time to sell time by the Stockholders thereof of their Registrable Securities at an aggregate price (calculated based upon the Market Price "Demand Shelf Registration"). Within fifteen (15) days after the receipt of the Demand Notice, the Company shall give written notice thereof to all holders holding Registrable Securities on the date of filing of the Registration Statement and include in such registration all Registrable Securities held by a holder thereof with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within received written requests for inclusion therein at least ten (10) days of the receipt of the request of the Initiating Holders, gives notice prior to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Shelf Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Request for Demand Registration. At Subject to Section 2.12, at any time commencing one hundred and eighty (180) days from time to time after the IPO Effectiveness Date, each consummation of the Designated Holders Company Spin-Off, a Requesting Holder (eachor Requesting Holders, an “Initiating Holder” and collectively, as the “Initiating Holders”case may be) may make a written request (a “Demand Registration Notice”) to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”)in accordance with the terms of this Agreement, the number of Registrable Securities stated in such requestrequest (a “Demand Registration”); provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect:
effect (i) more than two three (3) such Demand Registrations for in the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
aggregate or (ii) a any Demand Registration if (A) with respect to which the Initiating Holder(s)Requesting Holder (or Requesting Holders, together with as the other Designated Holders that include case may be) proposes to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$40 million (iiiafter giving effect to any withdrawals pursuant to Section 2.01(e)) unless such Demand Registration includes all of the then outstanding Registrable Securities; provided, however, that such Demand Registration under this Section 2.01(a)(ii)(A) shall not be considered a Demand Registration in any particular jurisdiction in which for the Company would be required to execute a general consent to service purposes of process in effecting such registrationSection 2.01(a)(i) if, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or Governmental Authority, or (2) if the Initiating Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50%) of the Registrable Securities of the Requesting Holder(s) may dispose of shares of Registrable Securities pursuant sought to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration be included in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, or (B) if the Valid Business Reason has not resulted from actions taken Registrable Securities that the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell in such Demand Registration are already covered by the Company, the Company may cause such an existing and effective Shelf Registration Statement which may be utilized for the offering and sale of the Registrable Securities requested to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month periodregistered. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.01, the Company shall effect such Demand Registration using a non-shelf Registration Statement on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3 pursuant to Section 2.02.
Appears in 1 contract
Sources: Registration Rights Agreement (Seacor Holdings Inc /New/)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each of the Designated Holders (each, an “Initiating Holder” and collectively”), the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder Shareholders as a group group, more than two such Demand Registrations for the Fidelity Shareholders as a group, more than one such Demand Registration for the TianDi Shareholders as a group, more than two such Demand Registrations for the UOB Shareholders as a group, more than two such Demand Registrations for the Founder Group and more than two such Demand Registrations for the Apax Shareholders as a groupRexbury;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, Holder propose to sell their its Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on pertaining to a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) (including Form S-4 or F-4 or any successor thereto thereto) or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty sixty (3060) days of receipt of such request (other than with respect to a Registration Statement on pertaining to a Rule 145 transaction (including Form S-4 or F-4 or any successor thereto), a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety one hundred and twenty (90120) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder Holders of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (WuXi PharmaTech (Cayman) Inc.)
Request for Demand Registration. (i) At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Datefrom time to time, each any of the Designated Initial Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8, ▇-▇ or S-8 with respect to shares issued in an acquisition or any successor thereto) debt securities), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two five (5) such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
Registrations, (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include propose to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$10,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or is a Shelf Registration (as defined below) or (iii) a any such Demand Registration in any particular jurisdiction in which within the Specified Period (or such shorter period as the Company would be required to execute a general consent to service of process may determine in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ivits sole discretion) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 S-8, or with respect to shares issued in an acquisition or any debt securities).
(ii) The Initiating Holders shall have the right in any Demand Registration to request registration under the Securities Act of all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business ReasonShelf Registration”), then . After the Company may (i) postpone filing a effectiveness of any Registration Statement relating to a Demand Shelf Registration until such Valid Business Reason no longer exists(a “Shelf Registration Statement”), but the Initiating Holder may request in no event for writing that the Company file one or more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating prospectus supplements or post-effective amendments to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Shelf Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing effect an offering of Registrable Securities registered under such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Shelf Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw (a filing under this Section 3(a“Shelf Takedown”).
(iii) more than once in any twelve (12) month period. Each request for a Demand Registration or Shelf Takedown by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold offered and the intended method of disposition thereof.
(iv) Notwithstanding anything in this Agreement to the contrary, unless (x) a determination shall have been made in accordance with the Plan that the Company shall continue to be a reporting issuer under the Exchange Act, (y) the Company shall have registered for sale under an effective registration statement shares of Common Stock or (z) after January 1, 2020, the Company shall have filed a registration statement for its Common Stock under the Exchange Act and such registration statement shall have become effective, no demand rights may be exercised under this Section 2(a) except with the consent of the holders of the Required Percentage of Registrable Securities.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after The HWP Stockholders as a group, acting through HWH Capital Partners or its written designee, BancAmerica or the IPO Effectiveness Date▇▇▇▇▇▇▇ Stockholders as a group, each of the Designated Holders (eachacting though ▇▇▇▇▇▇▇, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to registerregister (the party making such request, the “Initiating Holders”), and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (ix) more than two five such Demand Registrations for requested by the General Atlantic Shareholder as a group HWP Stockholders, more than one such Demand Registration requested by BancAmerica and more than two such Demand Registrations for requested by the Apax Shareholders as a group;
▇▇▇▇▇▇▇ Stockholders, (iiy) a Demand Registration if the Initiating Holder(s)Holders, together with the other Designated Holders that include Registrable Securities (other than the Initiating Holders) which have requested to register securities in the Demand Registration such registration pursuant to Section 43(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
$5,000,000 and (iiiz) a any Demand Registration in requested by the ▇▇▇▇▇▇▇ Stockholders at any particular jurisdiction in time prior to the earlier of (i) March 31, 2006 or (ii) the date on which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares HWP Stockholders beneficially own an amount of Registrable Securities pursuant equal to a Registration Statement on Form F-3 pursuant or less than 4,931,303 shares of Common Stock (as such number may be adjusted to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Companyreflect stock splits, within ten (10) days of the receipt of the request of the Initiating Holdersstock dividends, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securitiesconsolidations and/or similar transactions). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90i) days; forty-five (45) days in the case of a Demand Registration requested by the HWP Stockholders or the ▇▇▇▇▇▇▇ Stockholders and (ii) nine (9) months in the case of a Demand Registration requested by BancAmerica and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, upon the Company approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration StatementStatement (in which case, if the Valid Business Reason no longer exists or if more forty-five (45) days (in the case of a Demand Registration requested by the HWP Stockholders or the ▇▇▇▇▇▇▇ Stockholders) or nine (9) months (in the case of a Demand Registration requested by BancAmerica) have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve eighteen (1218) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Any Demand Registration requested by the ▇▇▇▇▇▇▇ Stockholders may be only in the form of a firm commitment underwritten offering.”
Appears in 1 contract
Sources: Registration Rights Agreement (Amn Healthcare Services Inc)
Request for Demand Registration. At Subject to Section 2.11, at any time, and from time commencing one hundred and eighty to time, a Requesting Holder that is a Ten Percent Holder (180along with any other Requesting Holder that is also a Ten Percent Holder) days after the IPO Effectiveness Date, each of the Designated Holders may make up to three (3) written requests (each, an a “Initiating Holder” and collectively, the “Initiating HoldersDemand Registration Notice”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) in accordance with the terms of this Agreement, the number of Registrable Securities stated in each such request (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, and subject to the provisions of Section 2.11, that the Company shall not be obligated to effect:
effect (i) more than two (2) such Demand Registrations in any 12-month period in the aggregate for the General Atlantic Shareholder as a group all Requesting Holders and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a any Demand Registration if with respect to which such Requesting Holder (or Requesting Holders, as the Initiating Holder(s), together with the other Designated Holders that include case may be) proposes to sell Registrable Securities in the Demand Registration (including any Registrable Securities proposed to be sold by other Holders pursuant to Section 4, propose to sell their Registrable Securities 2.01(c)) in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
(iii) $150 million unless such Demand Registration includes at least 20% of the then-outstanding Registrable Securities; provided, however, that such Demand Registration shall not be considered a Demand Registration in any particular jurisdiction in which for the Company would be required to execute a general consent to service purposes of process in effecting such registrationsubclause (a)(i) above if, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or other Governmental Authority, or (2) if the Initiating Maximum Offering Size determined in accordance with Section 2.01(f) is less than seventy-five percent (75 %) of the Registrable Securities sought to be included in such Demand Registration by the Requesting Holder(s) may dispose of shares of Registrable Securities and by other Holders pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto2.01(c)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided, that a Demand Registration shall not provide for an offering on a delayed or continuous or “shelf” basis and such Registrations shall be required only in accordance with Section 2.02. Subject to this Section 2.01 and Section 1.02(a)(vii), the Company shall effect such Demand Registration on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3. For the avoidance of doubt, a Holder that, together with its Affiliates, does not beneficially own (without giving effect to the existence of any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision)) at least 10% of the outstanding Common Stock, may not join with another such Holder to reach the 10% threshold required to exercise demand registration rights pursuant to this Section 2.01; provided, that, after such demand registration rights are exercised, any such Holders and their Affiliates may join with another Holder to reach either the 20% threshold or $150 million threshold for purposes of this Section 2.01.
Appears in 1 contract
Sources: Registration Rights Agreement (Pacific Drilling S.A.)
Request for Demand Registration. At If the Company shall receive from the Stockholder at any time commencing one hundred and eighty (180) days after the IPO Effectiveness Datetime, each of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to (with a copy delivered by the Company to register, and Tauscher) that the Company shall registerfile a registration statement ("Registr▇▇▇▇▇ ▇tatement") to effect any registration with respect to all or a part of the Shares in an underwritten public offering of the Shares, the Company will:
(A) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ Act) as may be so requested and as would permit or S-8 facilitate the sale and distribution of all or any successor thereto) (a “Demand Registration”), the number such portion of Registrable Securities stated in such requestShares; provided, however, provided that the Company shall not be obligated to effect:, or take any action to effect, any such registration pursuant to this Section 2.1(A):
(i1) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder;
(iv2) a Demand Registration if After the Initiating Holder(sCompany has effected two (2) may dispose of shares of Registrable Securities such registrations pursuant to a Registration Statement on Form F-3 pursuant to a request made under this Section 5 hereof2.1 (A) and such registrations have been declared or ordered effective and the sales of all such Shares shall have closed;
(v3) a Demand Registration in any jurisdiction other If the Shares requested by the Stockholder to be registered pursuant to such request are less than 18% of the jurisdiction(sShares acquired by the Stockholder pursuant to the Merger Agreement;
(4) in Prior to the later of (i) the date which is three months following the date of the closing of the Merger, or (ii) the date on which the Company has already effected a registered public offering published (within the meaning of its equity securitiesAccounting Series Release No. 135, as amended, of the SEC) financial results covering at least 30 days of combined operations of the Company and Vanstar Corporation.
(5) More than once during (i) the first twelve months following the date of the closing of the Merger, or (ii) the second twelve months following the date of the closing of the Merger;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following If the effective date Company shall furnish to the Stockholder a certificate signed by the Chief Executive Officer of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days stating that in the good faith judgment of the Board of Directors of the Company it would be significantly detrimental to the Company and its shareholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer such filing for a period of not more than four months after receipt of the request of the Initiating HoldersStockholder; provided, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder)however, as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under exercise this Section 3(a) right more than once in any twelve (12) six-month period. Each request for a Demand Registration by ; or
(7) If at the Initiating Holders shall state the amount time of the Registrable Securities Stockholder's request, the Company is engaged, or has fixed plans to engage within 60 days of the time of such request, in an underwritten public offering of securities of the Company, if the underwriter advises the Company that the registration of the Shares for resale pursuant to this Agreement would interfere with the successful marketing (including pricing) of the securities of the Company proposed to be sold and in such underwritten offering. The Registration Statement filed pursuant to the intended method request of disposition thereofthe Stockholder may include the Tauscher Shares if Tauscher elects to participate as provided in ▇▇▇▇▇▇▇ 2.2 below. The Company may elect to use Form S-3, if available to the Company, to satisfy the registration pursuant to this Section 2.1 if the managing underwriter of the offering does not believe that the use of such form will impair the pricing or marketing of the securities to be underwritten.
Appears in 1 contract
Request for Demand Registration. At To the extent permitted by applicable law and regulations, at any time commencing one hundred and eighty (180) days that Insmed is not eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities after the IPO Effectiveness DateMay 30, each of the Designated Holders (each, an “Initiating Holder” and collectively2011, the “Initiating Holders”) Holders may make a written request to the Company Insmed to register, and the Company Insmed shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company Insmed shall not be obligated to effect:
effect (i) more than two (2) such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
Registrations, (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include propose to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which Insmed receives the Registration Statement with respect to written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$10,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) a any such Demand Registration within the Specified Period (or such shorter period as Insmed may determine in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ivits sole discretion) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of Insmed (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable SecuritiesS-8). For purposes of the preceding sentence, two or more Registration Statements related to the same offering by virtue of Rule 462(b) filed in response to one demand shall be counted as one Demand Registration. If In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental materially impede, delay or interfere with any material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving Insmed or because such registration would require Insmed to the Company or (ii) require the disclosure of important confidential disclose material nonpublic information that the Company would not otherwise be required to be disclosed under applicable law and (2) Insmed has a material bona fide business purpose for preserving as confidential the confidentiality of such transaction or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction information (a “Valid Business Reason”), then the Company (x) Insmed may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety sixty (9060) days; days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or Insmed may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty (60) days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company Insmed shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder all Designated Shareholders of its determination to postpone filing, amending or withdraw supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company Insmed may not postpone a filing, amendment or withdraw a filing supplement under this Section 3(a) due to a Valid Business Reason more than once in any twelve (12) month 12)-month period. Each request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty Upon the earlier of (180i) days six (6) months after the IPO Effectiveness DateDate and (ii) September 30, each 2008, Investor Stockholders holding at least 25% of the Designated Holders Registrable Securities then held by all of the Investor Stockholders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) and proposing to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of the delivery of their request for demand registration) to the public of not less than $10,000,000, may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) effect more than two (2) such Demand Registrations for the General Atlantic Shareholder as a group Investor Stockholders and provided, further, that, if such Demand Registration shall result in an Initial Public Offering, such written request must be made by Investor Stockholders holding more than two such Demand Registrations for 50% of the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in then held by all of the Demand Registration pursuant to Section 4, propose Investor Stockholders and proposing to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing the delivery of the Registration Statement with respect to such Registrable Securitiestheir request for demand registration) to the public of not less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration$15,000,000. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental in the case of a demand that would cause the Initial Public Offering, it would require the Company to make public disclosure of information, the public disclosure of which would have a material adverse effect upon the Company or (ii) require the disclosure of important confidential information that it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (ix) postpone filing a Registration Statement registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; , and (iiy) in case a Registration Statement registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statementregistration statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw withdraw, but in no event for more than ninety (90) days, a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (MAP Pharmaceuticals, Inc.)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Datedate hereof, each the holders of 25.0% of the Designated Holders outstanding Registrable Securities (each, determined on an “Initiating Holder” and collectively, as-converted basis) (the “Initiating Holders”"Stockholders") may make a written request (the "Demand Notice") for registration of Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (a "Demand Registration"); provided, that the Company will not be required to effect any Demand Registration pursuant to this Section 13.2(a) in which the aggregate anticipated proceeds to the holders requesting such registration is less than $3,000,000 but will be required to effect an unlimited number of Demand Registrations in which the anticipated aggregate proceeds to the selling holders equal or exceed $3,000,000; provided, further, that the Company will not be required to registereffect more than one registration pursuant to this section in any six-month period. Upon a request for a Demand Registration, and the Company shall registeruse its best efforts to prepare and file with the SEC, under as soon as reasonably practicable, a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor theretorule or similar provision then in effect) (a “Demand Registration”), "Shelf Registration Statement") registering the number resale from time to time by the Stockholders thereof of their Registrable Securities stated in such request; provided(the "Demand Shelf Registration"). Within fifteen (15) days after the receipt of the Demand Notice, however, that the Company shall not be obligated give written notice thereof to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include all holders holding Registrable Securities and include in the Demand Registration pursuant to Section 4, propose to sell their such registration all Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement held by a holder thereof with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within received written requests for inclusion therein at least ten (10) days of the receipt of the request of the Initiating Holders, gives notice prior to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request Demand Shelf Registration. The Company represents and warrants that, except as set forth on Schedule 13.2, no Person (other than with respect the holders of Series A Stock) currently is, and covenants that no Person shall ever be, entitled to a Registration Statement piggy-back registration rights on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof13.2.
Appears in 1 contract
Sources: Investment Agreement (Bluefly Inc)
Request for Demand Registration. At To the extent permitted by applicable law and regulations, at any time commencing one hundred and eighty (180) days that the Company is not eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities after the IPO Effectiveness Date, each [date that is 6 months from date of the Designated Holders (each, an “Initiating Holder” and collectivelythis Agreement], the “Initiating Holders”) Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
Registrations, (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include propose to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$20,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) a any such Demand Registration in any particular jurisdiction in which within the Specified Period (or such shorter period as the Company would be required to execute a general consent to service of process may determine in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ivits sole discretion) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable SecuritiesS-8). For purposes of the preceding sentence, two or more Registration Statements related to the same offering by virtue of Rule 462(b) filed in response to one demand shall be counted as one Demand Registration. If In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially impede, delay or interfere with any material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (ii) because such registration would require the disclosure of important confidential Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a material bona fide business purpose for preserving as confidential the confidentiality of such proposed transaction or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction information (a “Valid Business Reason”), then (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than ninety days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder all Designated Stockholders of its determination to postpone filing, amending or withdraw supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or withdraw a filing supplement under this Section 3(a) due to a Valid Business Reason more than once in any twelve (12) six-month period. Each request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty on the earlier to occur of (180x) days twelve months after the IPO Effectiveness Date, each of Date and (y) twelve months after the Designated Holders Company becomes a reporting company under the Exchange Act (each, an “Initiating Holder” and collectivelyExchange Act Registration”), the General Atlantic Shareholders (the “Initiating Holders”) ), may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (ix) more than two such Demand Registrations for the General Atlantic Shareholder as a group Shareholders and more than two such Demand Registrations for the Apax Shareholders as a group;
(iiy) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which 5,000,000 and provided further, that the Company would shall not be required obligated to execute a general consent to service of process in effecting effect any such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than Company has, within the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following month period preceding such request, already effected a Demand Registration or F-3 Registration in which all of the effective date Registrable Securities proposed to be sold by the Initiating Holders or F-3 Initiating Holders were registered and sold pursuant to the registration statement governing such Demand Registration or F-3 Registration, as the case may be, or in which the Designated Holders had an opportunity to participate pursuant to the provisions of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (Section 4, other than a Registration Statement on Form S-4 or F-4 registration from which all or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days portion of the receipt of Registrable Securities the request of the Initiating Holders, gives notice Designated Holders requested to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) be included in such registration were excluded or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)sold. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be required to remain effective because such action would (iix) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company, (y) require the premature disclosure of important confidential material information that the Company has a material bona fide business purpose for preserving as confidential or (z) render the disclosure of which would materially impede Company unable to comply with requirements under the Company’s ability to consummate a significant transaction Securities Act or Exchange Act (each, a “Valid Business Reason”), then the Company may may: (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (A-Max Technology LTD)
Request for Demand Registration. At Subject to Section 2.12, at any time commencing one hundred and eighty from time to time beginning on the earlier of (180x) 45 days after the IPO Effectiveness Datedate hereof and (y) 5 days after the initial Shelf Registration contemplated by Section 2.02 is declared effective by the Commission, each of a Requesting Holder (or Requesting Holders, as the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”case may be) may make a written request (a “Demand Registration Notice”) to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”)in accordance with the terms of this Agreement, the number of Registrable Securities stated in such requestrequest (a “Demand Registration”); provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect:
effect (i) more than two such Demand Registrations for in the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
aggregate on behalf of all Holders or (ii) a any Demand Registration if (A) with respect to which the Initiating Holder(s)Requesting Holder (or Requesting Holders, together with as the other Designated Holders that include case may be) proposes to sell Registrable Securities in the such Demand Registration pursuant to Section 4Registration, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$20 million (iiiafter giving effect to any withdrawals pursuant to Section 2.01(e)) unless such Demand Registration includes all of the then outstanding Registrable Securities; provided, however, that such Demand Registration under this Section 2.01(a)(ii)(A) shall not be considered a Demand Registration in any particular jurisdiction in which for the Company would be required to execute a general consent to service purposes of process in effecting such registrationSection 2.01(a)(i) if, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or Governmental Authority, or (2) if the Initiating Holder(sMaximum Offering Size determined in accordance with Section 2.01(f) may dispose is less than fifty percent (50%) of shares the number of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice Requesting Holder(s) sought to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of be included in such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, or (B) if the Valid Business Reason has not resulted from actions taken Registrable Securities that the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell in such Demand Registration are already covered by the Company, the Company may cause such an existing and effective Shelf Registration Statement which may be utilized for the offering and sale of the Registrable Securities requested to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month periodregistered. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.01, the Company shall effect such Demand Registration using a non-shelf Registration Statement on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3 pursuant to Section 2.02.
Appears in 1 contract
Sources: Registration Rights Agreement (SEACOR Marine Holdings Inc.)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days twelve months after the IPO Effectiveness Date, each of the Designated Holders General Atlantic Shareholders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) ), may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (ix) more than two such Demand Registrations for the General Atlantic Shareholder as a group Shareholders and more than two such Demand Registrations for the Apax Shareholders as a group;
(iiy) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which 5,000,000 and provided further, that the Company would shall not be required obligated to execute a general consent to service of process in effecting effect any such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than Company has, within the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following month period preceding such request, already effected a registration under the effective date Securities Act pursuant to this Section 3 or Section 5, or in which the Designated Holders had an opportunity to participate pursuant to the provisions of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (Section 4, other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement registration from which the Registrable Securities of the Designated Holders have been excluded (with respect to an employee benefit plan (including Form S-8 all or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days portion of the receipt of Registrable Securities the request of the Initiating Holders, gives notice Designated Holders requested to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of be included in such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securitiesregistration). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be required to remain effective because such action (iix) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company, (y) would require the premature disclosure of important confidential material information that the Company has a material bona fide business purpose for preserving as confidential or (z) would render the disclosure of which would materially impede Company unable to comply with requirements under the Company’s ability to consummate a significant transaction Securities Act or Exchange Act (each, a “Valid Business Reason”), then the Company may (iA) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; , and (iiB) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Vimicro International CORP)
Request for Demand Registration. At To the extent permitted by applicable law and regulations, at any time commencing one hundred and eighty (180) days that the Company is not eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities after the IPO Effectiveness DateMarch 1, each of the Designated Holders (each, an “Initiating Holder” and collectively2011, the “Initiating Holders”) Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
Registrations, (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include propose to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$20,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) a any such Demand Registration in any particular jurisdiction in which within the Specified Period (or such shorter period as the Company would be required to execute a general consent to service of process may determine in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ivits sole discretion) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable SecuritiesS-8). For purposes of the preceding sentence, two or more Registration Statements related to the same offering by virtue of Rule 462(b) filed in response to one demand shall be counted as one Demand Registration. If In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially impede, delay or interfere with any material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (ii) because such registration would require the disclosure of important confidential Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a material bona fide business purpose for preserving as confidential the confidentiality of such proposed transaction or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction information (a “Valid Business Reason”), then (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than ninety days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder all Designated Stockholders of its determination to postpone filing, amending or withdraw supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or withdraw a filing supplement under this Section 3(a) due to a Valid Business Reason more than once in any twelve (12) six-month period. Each request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Amn Healthcare Services Inc)
Request for Demand Registration. (a) At any time commencing one hundred and eighty on the earlier of (180x) days six months after the IPO Effectiveness DateDate and (y) the expiration or waiver of any lock-up agreement entered into in connection with the IPO, each of in the event that the Company has not become eligible or shall become ineligible to register the Registrable Securities under the Securities Act on Form S-3 (or any successor form thereto), the Designated Clarion Holders acting through Clarion (each, an “Initiating Holder” and collectively, the “Clarion Initiating Holders”) ), may make a up to four written request requests to the Company to register, and register the Company shall register, resale of Registrable Securities under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 S-1 or any successor thereto) equivalent form for registration by issuers (each a “Clarion Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that (i) at any time when the Clarion Stockholders own fewer Registrable Securities than are owned by all other Designated Clarion Holders, such right of the Designated Clarion Holders will be exercisable by the Designated Clarion Holders holding in excess of 50% of the Registrable Securities then held by all of the Designated Clarion Holders and (ii) the Company shall not be obligated to effect:
(i) effect more than two such Clarion Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)12 month period. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Clarion Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Clarion Demand Registration by the Clarion Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
(b) At any time commencing on the earliest of (x) the fifth anniversary of the date hereof, (y) six months after the IPO Effectiveness Date and (z) the expiration or waiver of any lock-up agreement entered into in connection with the IPO, in the event (in the case of clauses (y) and (z)) that the Company has not become eligible or shall become ineligible to register the Registrable Securities under the Securities Act on Form S-3 (or any successor form thereto), one or more of the Designated Regions Holders (the “Regions Initiating Holders” and, together with the Clarion Initiating Holders, each “Initiating Holders”), may make up to two written requests to the Company to register the resale of Registrable Securities under the Securities Act on Form S-1 or any equivalent form for registration by issuers (each a “Regions Demand Registration” and together with the Clarion Demand Registrations, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect more than one such Regions Demand Registration in any 12 month period; provided, further, that if in connection with a Regions Demand Registration at least 50% of the Registrable Securities requested to be registered by the Initiating Holders are not included in such registration, then one or more of the Regions Designated Holders may request up to one additional Regions Demand Registration such that the total number of Regions Demand Registrations that may be made under this Section 4.3(a) shall equal three. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Regions Demand Registration. Each request for a Regions Demand Registration by the Regions Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Notwithstanding anything to the contrary contained herein, in no event will the Company be obligated to prepare, file, or cause to become effective a Regions Demand Registration unless a request pursuant to this Section 4.3(b) is made by Designated Regions Holders holding at least 50% of the aggregate Registrable Securities held by all Designated Regions Holders.
(c) Each of the Designated Holders (other than Initiating Holders that have requested a registration under this Section 4.3) may offer to sell some or all of its, his or her Registrable Securities under any Demand Registration pursuant to this Section 4.3(c). Within five Business Days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under Section 4.3) and (ii) subject to Section 4.7(b), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within 30 days of the receipt by such Designated Holders of such written notice referred to in clause (i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities to be included in the Registration Statement. The failure of any Designated Holder to respond within the 30-day period referred to in clause (ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this Section 4.3(c) with respect to such Demand Registration. Any Designated Holder may waive its rights under this Section 4.3(c) prior to the expiration of such 30-day period by giving written notice to the Company.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after from time to time, following the IPO Effectiveness Effective Date, each of the Designated Holders an Initial Holder or a Permitted Group (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall registerregister on a Registration Statement, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8, ▇-▇ or S-8 with respect to shares issued in an acquisition or any successor thereto) debt securities), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities (or, in the case of a Permitted Group, shares of Common Stock) stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two (2) such Demand Registrations for on behalf of the General Atlantic Shareholder as a group Initial Holders and more than two one (1) such Demand Registrations for Registration on behalf of a Permitted Group (it being agreed and understood that once a Demand Registration has been made by a Permitted Group (and consented to by the Apax Shareholders as Company hereunder) no other Permitted Group may make a group;
Demand Registration hereunder), (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include by an Initial Holder to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Closing Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$4,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities, (iii) a any such Demand Registration in any particular jurisdiction in which within 90 days (or such shorter period as the Company would be required to execute a general consent to service may determine in its sole discretion) of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any a prior Registration Statement pertaining to Class A Ordinary Shares or ADSs for an offering of Common Stock (other than a Registration Statement on Form S-4 or F-4 S-8, or any successor thereto or a Registration Statement with respect to shares issued in an employee benefit plan (including Form S-8 acquisition or any successor theretodebt securities)); or
, (viiiv) any such Demand Registration, other than a Demand Registration requested by a Permitted Group, if at the time the Company is not filing reports pursuant to Sections 13(a) or 15(d) of the Exchange Act or (v) a Demand Registration if on behalf of a Permitted Group without the consent of the Company, within ten (10) days such consent not to be unreasonably withheld. The Company shall give written notice to each member of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, Permitted Group of its bona fide intention determination to effect refuse such Demand Registration promptly after the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registrationoccurrence thereof. If the Board Company refuses a Demand Registration, such request shall not count as a Demand Registration for purposes of Directorsclause (i) above. In addition, if the board of directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities securities should not be made or continued because it would (i) materially interfere with any material or potentially material financing, acquisition, corporate reorganization or merger or other transaction involving the Company, including negotiations related thereto, or require the Company to disclose any material nonpublic information which would reasonably be seriously likely to be detrimental to the Company or (ii) require the disclosure of important confidential information that otherwise make it undesirable for the Company has to complete a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction Demand Registration at that time (a “Valid Business Reason”), then (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than one 90-day period has passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Holders participating in the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder relevant Registration Statement of its determination to postpone filing, amending or withdraw supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or withdraw a filing supplement under this Section 3(a2(a) due to a Valid Business Reason for more than once 120 days in the aggregate in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Paragon Offshore PLC)
Request for Demand Registration. At any time during the eighteen (18) month period commencing one hundred and eighty six (1806) days after months from the IPO Effectiveness Dateinitial Close, each subject to extension as provided in Section 6.5 hereof, the Holders holding more than 50% of the Designated Registrable Securities then held by of the Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request for registration (such Designated Holders making such request being deemed to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor theretobe "Initiating Holders") (a “Demand Registration”), the number of Registrable Securities stated in under the 1933 Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such requestholder or holders (a "Demand Registration"); provided, however, that the Company shall will not be obligated required to effect:
(i) effect more than two such (2) Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice Holders pursuant to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period6.3. Each Such request for a Demand Registration by the Initiating Holders shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within 15 days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Designated Holder with respect to which the Company has received written requests for inclusion therein within 15 days of the receipt by such Designated Holder of such written notice. Each such request shall specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Unless Designated Holders holding the majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other party, including the Company (but not including any other Designated Holder), shall be permitted to offer securities under any such Demand Registration.
Appears in 1 contract
Sources: Securities Purchase Agreement (Unistar Gaming Corp)
Request for Demand Registration. At any time commencing one hundred Each of HWH Capital and eighty (180) days after the IPO Effectiveness Date, each of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) HWH Cornhusker may make a written request to the Company to registerregister (the party making such request, the "Initiating Holders"), and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (ix) more than two three such Demand 2 Registrations requested by HWH, it being understood that if HWH Capital and HWH Cornhusker jointly make a request for the General Atlantic Shareholder as a group and more than two Demand Registration, such request shall constitute one Demand Registrations for the Apax Shareholders as a group;
Registration only, (iiy) a Demand Registration if the Initiating Holder(s)Holders, together with the other Designated Holders that include Registrable Securities (other than the Initiating Holders) which have requested to register securities in the Demand Registration such registration pursuant to Section 42.02, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
$5,000,000, and (iiiz) a any such Demand Registration in any particular jurisdiction in which commencing prior to 180 days after the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)IPO Effectiveness Date. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “"Valid Business Reason”"), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; 45 days and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, upon the Company approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration StatementStatement (in which case, if the Valid Business Reason no longer exists or if more 45 days have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) 2.01 more than once in any twelve (12) 18 month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (NBC Acquisition Corp)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Datedate hereof, each the holders of 25.0% of the Designated Holders outstanding Registrable Securities (each, an “Initiating Holder” and collectively, the “Initiating Holders”"Stockholders") may make a written request to (the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto"Demand Notice") (a “Demand Registration”), the number for registration of Registrable Securities stated in under the Act, and under the securities or blue sky laws of any jurisdiction designated by such requestholder or holders (a "Demand Registration"); provided, howeverthat the Company will not be required to effect more than two Demand Registrations in the aggregate at the request of the holders of Registrable Securities pursuant to this Section 8.2(a); provided, further, that the Company shall not be obligated required to effect:
(i) effect more than two such one registration pursuant to this section in any six-month period. Notwithstanding the foregoing, the Company shall not be required to effect any Demand Registrations Registration unless the anticipated aggregate proceeds to the selling holders would equal or exceed $2,000,000. Upon a request for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if Registration, the Initiating Holder(s), together Company shall use its best efforts to prepare and file with the other Designated Holders that include Registrable Securities in the Demand Registration SEC, as soon as practicable, a registration statement for an offering to be made on a continuous basis pursuant to Section 4, propose Rule 415 of the Act (or any successor rule or similar provision then in effect) (a "Shelf Registration Statement") registering the resale from time to sell time by the Stockholders thereof of their Registrable Securities at an aggregate price (calculated based upon the Market Price "Demand Shelf Registration"). Within fifteen (15) days after the receipt of the Demand Notice, the Company shall give written notice thereof to all holders holding Registrable Securities on the date of filing of the Registration Statement and include in such registration all Registrable Securities held by a holder thereof with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within received written requests for inclusion therein at least ten (10) days of the receipt of the request of the Initiating Holders, gives notice prior to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement the Demand Shelf Registration. No Person has been granted registration rights that are inconsistent with the Commission within thirty rights to be granted to the Purchaser in this Agreement. Other than the Amended and Restated Investors' Rights Agreement, dated May 31, 1996 (30) days the "Investors' Rights Agreement"), the Company has not entered into any agreement pursuant to which the Company has granted registration rights. Except those Persons having the right to piggy-back on a Demand Registration pursuant to the Investors' Rights Agreement and disclosed in Schedule 8.2, no Person has the right to piggy-back on a Demand Registration. To the extent any Person has the right to piggy-back on a Demand Registration, the Company shall use its best efforts to promptly obtain a waiver of receipt any such rights. Unless holders of such request a majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other Person (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor theretoi) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration holder of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) any Person disclosed in case a Registration Statement Schedule 8.2 who has been filed relating the right to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, piggy-back on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by pursuant to the Initiating Holders Investors' Rights Agreement for which the Company has not obtained a waiver of such right after using its best efforts to promptly obtain such waiver), shall state the amount of the Registrable Securities proposed be permitted to be sold and the intended method of disposition thereofoffer securities under any such Demand Registration.
Appears in 1 contract
Sources: Investment Agreement (Soros George)
Request for Demand Registration. At any time commencing one hundred Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), ▇▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇ Holders designated by ▇▇▇▇▇▇▇▇▇▇▇ (the "INITIATING ▇▇▇▇▇▇▇▇▇▇▇ HOLDERS"), and eighty Heartland or an Investor Stockholder designated by the Heartland Entities (180) days after the IPO Effectiveness Date, "INITIATING INVESTOR HOLDERS," each of the Designated Holders (each, an “Initiating Holder” and collectivelyBlackstone Holders, the “Initiating Holders”) ▇▇▇▇▇▇▇▇▇▇▇ Holders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “Demand Registration”)"DEMAND REGISTRATION", the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect:
effect (ix) more than two four (4) such Demand Registrations for at the General Atlantic Shareholder as a group request of Initiating Investor Holders, and (y) in the aggregate not more than two four (4) such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of Initiating Blackstone and Initiating ▇▇▇▇▇▇▇▇▇▇▇ Holders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating ▇▇▇▇▇▇▇▇▇▇▇ Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”"VALID BUSINESS REASON"), then the Company may (ix) postpone filing a Registration Statement registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; , and (iiy) in case a Registration Statement registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the ▇▇▇▇▇▇▇▇▇▇▇ Director, if applicable, may cause such Registration Statement registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statementregistration statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Cypress Capital Advisors LLC)
Request for Demand Registration. At Subject to the limitations set forth in the following paragraphs of this Section 6.2:
(i) The Holders of either (A) not less than a majority of all of the Heritage Securities at any time commencing one hundred and eighty outstanding, or (180B) days after at least twenty percent (20%) (on a Fully Diluted Basis) of the IPO Effectiveness amount of Registrable Securities outstanding on the AGI Closing Date, each of the Designated Holders as adjusted from time to time for splits, combinations and other recapitalizations (each, an “Initiating Holder” and collectivelyin any such case, the “Initiating "Demanding --------- Holders”) "), may make at any time give to Holding a written request to for the Company to register, and the Company shall register, ------- registration (a "Demand Registration") by Holding under the Securities Act of ------ ------------ all or any part of the Registrable Securities held by such Demanding Holders. Within five business days after the receipt by Holding of any such written request, Holding shall give written notice of such request to all Holders of Registrable Securities.
(other than ii) After the receipt of a written request for a Demand Registration, (A) Holding shall be obligated to include in such Demand Registration all of the Registrable Securities with respect to which Holding shall receive the written requests of the Holders thereof for inclusion in such Demand Registration, within 20 days after the date on which Holding shall have given to all Holders a written notice of registration request pursuant to a Registration Statement on Form ▇-▇Section 6.2(a)(i) of this Agreement, ▇-▇ or S-8 or any successor theretoand (B) (a “Demand Registration”), Holding shall use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities pursuant to this Section 6.2(a)(ii) shall specify the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn registered and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering unless Holding, the Majority Heritage Holders, or, if different, the Majority Demanding Holders, mutually consent otherwise, none of which consents shall be unreasonably withheld or delayed.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each of (i) the Designated Holders Investor Stockholders holding a majority of the Registerable Securities held by the Investor Stockholders, acting as a group through their written designee, and (eachii) the EXE Stockholders holding a majority of the Registerable Securities held by the EXE Stockholders, an “Initiating Holder” and collectively, acting as a group through their written designee (the “"Initiating Holders”") may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) and under the securities or "blue sky" laws of any jurisdiction designated by such holder or holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect:
(i) effect more than two such (2) Demand Registrations for the General Atlantic Shareholder as a group Investor Stockholders and more than two such (2) Demand Registrations Registration for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration EXE Stockholders pursuant to this Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand RegistrationRegistration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within thirty (30) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors, in its good faith judgment, determines that any would be adversely affected by the requested registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure material detriment of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (i3) postpone filing months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a Registration Statement relating request to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken be exercised by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve one-year period. In addition, the Company shall not be required to effect any registration within sixty (1260) month perioddays after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered.
Appears in 1 contract
Sources: Registration Rights Agreement (Exe Technologies Inc)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for Subject to Section 3(f) below, the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(sHolders may, in accordance with Section 3(a)(ii), together with from time to time after the other Designated Holders that include Registrable Securities 90th day following the Effective Date (as defined in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable SecuritiesPlan) to the public of less than US$20,000,000;
(iii) a Demand Registration request in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for writing the registration of Registrable Securities). For purposes of Securities under the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that Act (any such registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) that satisfies the requirements set forth in Section 3(b) shall be referred to herein as a "DEMAND REGISTRATION" and the Holder or Holders requesting such Demand Registration in accordance with the provisions of Section 3(a)(ii) shall be referred to herein as the "INITIATING Holders"). Notwithstanding the foregoing, in no event shall the Company be required to effect more than once in any twelve (12) month periodtwo Demand Registrations pursuant to this Agreement. Each request for a Demand Registration by the Initiating Holders in respect thereof shall state specify the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions within the United States in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities by any Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement; provided, however, that the Holders shall not be precluded from participating in such Demand Registration unless at least twenty (20) days have elapsed since their receipt of such notice from the Company. Subject to Section 3(d), the Company shall be entitled to include, in any registration statement and offering of Common Stock made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Holders; provided, however, that such inclusion shall be permitted in an underwritten offering only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.
(ii) Demand Registrations for a class of Registrable Securities may be requested in writing in accordance with this Section 3(a) by one or more Holders holding at least 15% of the Registrable Securities held by all of the Holders at the time of such request. The Company shall cooperate with the Holders in order to facilitate communications among such Persons solely for the purpose of obtaining the consent of sufficient Holders to request a Demand Registration pursuant to this Section 3(a), including, without limitation, by providing a list of securityholders of the Company with their respective ownership of Registrable Securities and contact information, which shall be used solely for purposes of this Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Willcox & Gibbs Inc /De)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days six months after the IPO Effectiveness Date, each (i) the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee or (ii) Major Stockholders holding a majority of the Designated Holders Registrable Securities held by all of the Major Shareholders (eachin either case, an “Initiating Holder” and collectively, the party or parties making the request shall be referred to as the “Initiating HoldersHolder(s)”) ), may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (ix) more than two such Demand Registrations for the General Atlantic Shareholder as a group Stockholders and more than two five such Demand Registrations for the Apax Shareholders as a group;
Major Stockholders and (iiy) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)$10,000,000. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; , and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors, such majority to include at least one General Atlantic Director and at least one Cerberus Director (each as defined in the Stockholders Agreement), may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Ssa Global Technologies, Inc)
Request for Demand Registration. At Subject to Section 6(a), at any time commencing one hundred and eighty following the Initial Demand Registration Date with respect to the Oaktree Stockholders, the Apollo Stockholders, the Sankaty Stockholders or the Other 10% Investor Stockholders, as the case may be, such Oaktree Stockholder, Apollo Stockholder, Sankaty Stockholder and/or Other 10% Investor Stockholder will have the right (180) days after the IPO Effectiveness Date, each of the Designated Holders (each, an “Initiating Holder” and collectively, the “Demand Initiating Holders”) may to make a written request to the Company to register, and the Company shall registerregister in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 on Form S-1 or any successor thereto) similar long-form registration (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
: (iA) more than two such three Demand Registrations for in the General Atlantic Shareholder as a group case of the Oaktree Stockholders, more than two Demand Registrations in the case of the Apollo Stockholders, more than one Demand Registration in the case of the Sankaty Stockholders and more than one Demand Registration in the case of each of the additional Other 10% Investor Stockholders; (B) a Demand Registration if within the 12-month period preceding the date of the written request for a Demand Registration the Company has effected either (1) two Demand Registrations (including registrations effected pursuant to Section 3(b) and Section 5(b)) or (2) one Demand Registration (including registrations effected pursuant to Section 3(b) and Section 5(b)) and another registration statement of the Company under the Securities Act with respect to the Common Stock has been declared effective within the 12-month period preceding such written request for such Demand Registrations for Registration and at least $50 million of the Apax Shareholders as a group;
then outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (iiC) a Demand Registration if the Demand Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable SecuritiesSecurities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than US$20,000,000;
(iii) a Demand Registration than, in the case of the Initial Public Offering, $100 million, and in the case of any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction offering other than the jurisdiction(sInitial Public Offering, $50 million, or (D) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing pendency of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)Suspension Period. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand request for a Demand Registration shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Demand Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. In addition, the Company shall not be obligated to effect any Demand Registration (including registrations effected pursuant to Section 3(b) and Section 5(b)) during the period starting with the date that is 60 days prior to the Company’s board of directors’ good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company initiated registration statement, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration to become effective and the Company has complied with the requirements of Section 4.
Appears in 1 contract
Sources: Registration Rights Agreement (Aleris Ohio Management, Inc.)
Request for Demand Registration. At Subject to Section 2.11, at any time, and from time commencing one hundred and eighty to time, a Requesting Holder (180) days after or Requesting Holders, as the IPO Effectiveness Date, each of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”case may be) may make a written request (a “Demand Registration Notice”) to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”)in accordance with the terms of this Agreement, the number of Registrable Securities stated in such request; request (a “Demand Registration”), provided, however, and subject to the provisions of Section 2.11, that the Company shall not be obligated to effect:
effect (i) more than two three (3) such Demand Registrations in any 12-month period in the aggregate for the General Atlantic Shareholder as a group all Requesting Holders and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a any Demand Registration if with respect to which the Initiating Holder(s)Requesting Holder (or Requesting Holders, together with as the other Designated Holders that include case may be) proposes to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
(iii) $50 million unless such Demand Registration includes all of the then-outstanding Registrable Securities; provided, however, that such Demand Registration shall not be considered a Demand Registration in any particular jurisdiction in which for the Company would be required to execute a general consent to service purposes of process in effecting such registrationsubclause (a)(i) above if, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or other Governmental Authority, or (2) if the Initiating Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50 %) of the Registrable Securities of the Requesting Holder(s) may dispose of shares of Registrable Securities pursuant sought to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration be included in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.01, the Company shall effect such Demand Registration on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3.
Appears in 1 contract
Sources: Registration Rights Agreement (Eagle Bulk Shipping Inc.)
Request for Demand Registration. At If the Company shall receive from the Stockholder at any time commencing one hundred and eighty (180) days after the IPO Effectiveness Datetime, each of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to (with a copy delivered by the Company to register, and ▇▇▇▇▇▇▇▇) that the Company shall registerfile a registration statement ("Registration Statement") to effect any registration with respect to all or a part of the Shares in an underwritten public offering of the Shares, the Company will:
(A) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ Act) as may be so requested and as would permit or S-8 facilitate the sale and distribution of all or any successor thereto) (a “Demand Registration”), the number such portion of Registrable Securities stated in such requestShares; provided, however, provided that the Company shall not be obligated to effect:, or take any action to effect, any such registration pursuant to this Section 2.1(A):
(i1) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities ActAct or applicable rules or regulations thereunder;
(iv2) a Demand Registration if After the Initiating Holder(sCompany has effected two (2) may dispose of shares of Registrable Securities such registrations pursuant to a Registration Statement on Form F-3 pursuant to a request made under this Section 5 hereof2.1 (A) and such registrations have been declared or ordered effective and the sales of all such Shares shall have closed;
(v3) a Demand Registration in any jurisdiction other If the Shares requested by the Stockholder to be registered pursuant to such request are less than 18% of the jurisdiction(sShares acquired by the Stockholder pursuant to the Merger Agreement;
(4) in Prior to the later of (i) the date which is three months following the date of the closing of the Merger, or (ii) the date on which the Company has already effected a registered public offering published (within the meaning of its equity securitiesAccounting Series Release No. 135, as amended, of the SEC) financial results covering at least 30 days of combined operations of the Company and Vanstar Corporation.
(5) More than once during (i) the first twelve months following the date of the closing of the Merger, or (ii) the second twelve months following the date of the closing of the Merger;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following If the effective date Company shall furnish to the Stockholder a certificate signed by the Chief Executive Officer of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days stating that in the good faith judgment of the Board of Directors of the Company it would be significantly detrimental to the Company and its shareholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer such filing for a period of not more than four months after receipt of the request of the Initiating HoldersStockholder; provided, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder)however, as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under exercise this Section 3(a) right more than once in any twelve (12) six-month period. Each request for a Demand Registration by ; or
(7) If at the Initiating Holders shall state the amount time of the Registrable Securities Stockholder's request, the Company is engaged, or has fixed plans to engage within 60 days of the time of such request, in an underwritten public offering of securities of the Company, if the underwriter advises the Company that the registration of the Shares for resale pursuant to this Agreement would interfere with the successful marketing (including pricing) of the securities of the Company proposed to be sold and in such underwritten offering. The Registration Statement filed pursuant to the intended method request of disposition thereofthe Stockholder may include the ▇▇▇▇▇▇▇▇ Shares if ▇▇▇▇▇▇▇▇ elects to participate as provided in Section 2.2 below. The Company may elect to use Form S-3, if available to the Company, to satisfy the registration pursuant to this Section 2.1 if the managing underwriter of the offering does not believe that the use of such form will impair the pricing or marketing of the securities to be underwritten.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty on the earlier to occur of (180x) days six (6) months after the IPO Effectiveness DateDate and (y) six (6) months after the Company becomes a reporting company under the Exchange Act (an “Exchange Act Registration”), each of the Designated Holders of at least 25% of the Registrable Securities then outstanding (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (ix) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(iiy) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which 10,000,000 and provided further, that the Company would shall not be required obligated to execute a general consent to service of process in effecting effect any such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than Company has, within the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following month period preceding such request, already effected a Demand Registration or F-3 Registration in which all of the effective date Registrable Securities proposed to be sold by the Initiating Holders or F-3 Initiating Holders were registered and sold pursuant to the registration statement governing such Demand Registration or F-3 Registration, as the case may be, or in which the Designated Holders had an opportunity to participate pursuant to the provisions of any Registration Statement pertaining to Class A Ordinary Shares Section 3(b) or ADSs (Section 4, other than a Registration Statement on Form S-4 or F-4 registration from which all or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days portion of the receipt of Registrable Securities the request of the Initiating Holders, gives notice Designated Holders requested to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) be included in such registration were excluded or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)sold. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be required to remain effective because such action would (iix) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company, (y) require the premature disclosure of important confidential material information that the Company has a material bona fide business purpose for preserving as confidential or (z) render the disclosure of which would materially impede Company unable to comply with requirements under the Company’s ability to consummate a significant transaction Securities Act or Exchange Act (each, a “Valid Business Reason”), then the Company may may: (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) daysdays from the date the Company receives a written request for a Demand Registration; and (ii) in case that a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Melco PBL Entertainment (Macau) LTD)
Request for Demand Registration. At any time commencing one hundred and eighty on the later of (180i) days six (6) months after the IPO Effectiveness Date, each Date or (ii) expiration of the underwriters’ lock-up period applicable to the Initial Public Offering, any Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) Holder may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (each, a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) effect more than two (2) such Demand Registrations for the General Atlantic Shareholder as a group TH and more than its Permitted Transferees and two (2) such Demand Registrations for PCLN SUB and its Permitted Transferees. If at the Apax Shareholders time of any request to register Registrable Securities pursuant to this Section 6.02(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board, would be adversely affected in any material respect by the Demand Registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of ninety (90) days from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a group;
request to be exercised by the Company not more than once in any one (1) year period. In addition, the Company shall not be required to file any registration statement (i) within ninety (90) days after the effective date of any other Registration Statement of the Company or (ii) a Demand Registration if the Designated Holder requesting such registration (the “Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose Holder”) proposes to sell their Registrable Securities at an aggregate price (calculated based upon on the Market Price of the Registrable Securities on the date of filing of the Registration Statement with in respect to such of Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period10,000,000. Each request for a Demand Registration by the Initiating Holders Holder shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each of the The Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall registerregister in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 at the election of the Initiating Holders, (i) on Form S-1 or any successor theretosimilar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
: (iA), (1) an Initial Public Offering caused by the Alden Members pursuant to Section 10.2(d) of the Operating Agreement prior to the fifth anniversary of the date hereof, (2) with respect to any IPO Effectiveness Date occurring prior to the fifth anniversary of the date hereof, any Demand Registration by the Alden Members prior to the date that is six months after such IPO Effectiveness Date, (3) any Demand Registration by the Smulyan Members with respect to any Initial Public Offering prior to the later of (I) date that is six months after the IPO Effectiveness Date or (II) such time as the Alden Members no longer own any Series A Preferred Interests (as defined in the Operating Agreement) or Junior Subordinated Notes (as defined in the Operating Agreement), (4) any Demand Registration by any transferee of the Primary Stockholders (other than a Permitted Transferee) or (5) more than two one such Demand Registrations for Registration with respect to each of the General Atlantic Shareholder as a group Alden Members and more than two such Demand Registrations for the Apax Shareholders as a group;
Smulyan Members thereby within any six-month period; or (iiB) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities (and including any other Registrable Securities included pursuant to Section 3.3) at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable SecuritiesSecurities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than US$20,000,000;
(iiix) a Demand Registration $25,000,000 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing case of a Long-Form Registration Statement with or (y) $15,000,000 in the Commission within thirty (30) days case of receipt of such request (other than with respect to a Registration Statement on Short-Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)Registration. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Demand Long-Form Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. The Initiating Holders shall be entitled to an unlimited number of Short-Form Registrations.
Appears in 1 contract
Sources: Registration Rights Agreement (Emmis Communications Corp)
Request for Demand Registration. At any time, and from time commencing one hundred and eighty to time, a Requesting Holder (180along with any other Requesting Holder) days after the IPO Effectiveness Date, each of the Designated Holders may make up to three (3) written requests (each, an a “Initiating Holder” and collectively, the “Initiating HoldersDemand Registration Notice”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any similar or successor thereto) form under the Securities Act), in accordance with the terms of this Agreement, the number of Registrable Securities stated in each such request (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two (2) such Demand Registrations in any 12-month period in the aggregate for the General Atlantic Shareholder as a group all Requesting Holders and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a any Demand Registration if with respect to which such Requesting Holder (or Requesting Holders, as the Initiating Holder(s), together with the other Designated Holders that include case may be) proposes to sell Registrable Securities in the Demand Registration (including any Registrable Securities proposed to be sold by other Holders pursuant to Section 4, propose to sell their Registrable Securities 2.01(c)) in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
(iii) $25 million unless such Demand Registration includes at least 20% of the then-outstanding Registrable Securities; provided, however, that such Demand Registration shall not be considered a Demand Registration in any particular jurisdiction in which for the Company would be required to execute a general consent to service purposes of process in effecting such registrationsubclause (a)(i) above if, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or other Governmental Authority, or (2) if the Initiating Maximum Offering Size determined in accordance with Section 2.01(f) is less than seventy-five percent (75 %) of the Registrable Securities sought to be included in such Demand Registration by the Requesting Holder(s) may dispose of shares of Registrable Securities and by other Holders pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto2.01(c)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the name of the Requesting Holder(s), the total number of Registerable Securities then beneficially owned by such Requesting Holder(s), the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided, that a Demand Registration shall not provide for an offering on a delayed or continuous or “shelf” basis and such Registrations shall be required only in accordance with Section 2.02. Subject to this Section 2.01 and Section 1.02(a)(vi), the Company shall effect such Demand Registration on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3. For the avoidance of doubt, after such demand registration rights are exercised, any such Holders and their Affiliates may join with another Holder to reach either the 20% threshold or $25 million threshold for purposes of this Section 2.01.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each (i) one or more of the Designated Holders General Atlantic Shareholders as a group, acting through GAP LLC or its written designee, (eachii) one or more of the JMI Shareholders as a group, an “acting through JMI or its written designee or (iii) the Pulaski Shareholders as a group, acting through Pulaski (the "Initiating Holder” and collectively, the “Initiating Holders”Holder(s)") may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement registration statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) and under the securities or "blue sky" laws of any jurisdiction designated by such holder or holders (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) effect more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
one (ii1) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf for each of the General Atlantic Shareholders) or , the Apax Representative (on behalf JMI Shareholders and the Pulaski Shareholders pursuant to this Section 3; provided, further, however, that the Company shall not be obligated to effect more than one such Demand Registration in any twelve month period. If at the time of the Apax Shareholderany request to register Registrable Securities pursuant to this Section 3(a), as applicablethe Company is engaged in, of its bona fide intention or has fixed plans to effect the filing of a Registration Statement with the Commission engage in within thirty (30) days of receipt the time of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor theretorequest, a Registration Statement with respect to an employee benefit plan (including Form S-8 registered public offering or any successor thereto) or is engaged in any other registration which is not appropriate for activity which, in the registration good faith determination of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any would be adversely affected by the requested registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure material detriment of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (i3) postpone filing months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a Registration Statement relating request to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken be exercised by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve one-year period. In addition, the Company shall not be required to effect any registration within ninety (1290) month perioddays after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by the Initiating Holders Holder(s) shall state the amount of the Registrable Securities proposed to 10 be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered.
Appears in 1 contract
Sources: Registration Rights Agreement (Bindview Development Corp)
Request for Demand Registration. At (i) Subject to the limitations contained in the following paragraphs of this Section 2, the holders of at least 20% of the total number of outstanding shares of Stock then issued and outstanding may at any time commencing one hundred and eighty after an initial public offering of the Company's Common Stock that results in the automatic conversion of shares of Preferred Stock, give to the Company, pursuant to this clause (180i), a written request for a Demand Registration of Restricted Securities on SEC Form S-1 or any successor form (a "Long-Form Registration"). In addition, at such time as the Company is eligible to utilize SEC Form S-3 or any successor form thereto, the holders of at least 10% of the total number of outstanding Restricted Securities may give to the Company pursuant to this clause (i) a written request for a demand registration of Restricted Securities with an anticipated aggregate public offering price of not less than $5,000,000 on SEC Form S-3 or any successor form thereto (a "Short-Form Registration"). Within 10 days after the IPO Effectiveness Date, each receipt by the Company of the Designated Holders (each, an “Initiating Holder” and collectivelyany such written request, the “Initiating Holders”Company will give written notice of such registration request to all Stockholders.
(ii) may make a Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request to for a Demand Registration, (A) the Company will be obligated and required to register, and include in such Demand Registration all Restricted Securities with respect to which the Company shall registerreceive from Stockholders, under within 30 days after the Securities Act (other than date on which the Company shall have given to all Stockholders a written notice of registration request pursuant to a Registration Statement on Form ▇-▇Section 2(a)(i) hereof, ▇-▇ or S-8 or any successor thereto) (a “the written requests of such Stockholders for inclusion of their respective shares of Restricted Securities in such Demand Registration”), and (B) the number Company will use its reasonable best efforts in good faith to effect promptly the registration of Registrable Securities stated in all such requestRestricted Securities; provided, howeverthat, that the Company shall not be obligated and required to effect:
(i) more than two cause the effectiveness of a Demand Registration of any convertible Restricted Securities unless and until such convertible Restricted Securities included in a Demand Registration shall have been converted into Common Stock of the Company prior to or simultaneously with the effectiveness of a Demand Registration; and provided, further, that each Stockholder shall be entitled to convert any Common Stock so converted back into convertible Restricted Securities in the event such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
Registration is not declared effective. All written requests made by Stockholders pursuant to this clause (ii) a Demand Registration if will specify the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose number of shares of Registrable Restricted Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn registered and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by holders of 51% or more of the Restricted Securities to be included in such Demand Registration.
(iii) The Stockholders shall be permitted to withdraw all or any part of the Restricted Securities of such Stockholders from any Demand Registration at any time prior to the effective date of such Demand Registration but only in the case of an underwritten public offering, if such Stockholders are permitted to do so by the managing underwriters or pursuant to any agreement therewith. Upon such withdrawal, subject to Section 2(b)(ii), such Demand Registration shall count as a Demand Registration for purposes of Section 7(a) hereof unless the withdrawing Stockholder bears one-half of its pro rata share of the costs associated with such Demand Registration.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) Subject to the provisions of this Agreement, beginning on the date 120 days after the IPO Effectiveness Effective Date, RAM, on behalf of itself and/or one or more of its Affiliates, or any Permitted Transferee that is a Holder (each of a "REQUESTING HOLDER"), at any time may deliver to the Designated Holders Company one or more written requests (each, an “Initiating Holder” and collectively, the “Initiating Holders”a "DEMAND REQUEST") may make a written request to that the Company to register, and effect the Company shall register, registration under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), of the offer and sale of that number of Registrable Securities stated in such requestrequested and owned, beneficially or of record, by the Requesting Holder(s) (a "DEMAND REGISTRATION"); provided, however, that the Company shall not be obligated required to effect:
effect (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
in any 12-month period or (ii) a any Demand Registration if in which the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities requested to be included in such registration (x) comprise less than the Demand Registration number of shares that could be sold without registration within a three-month period pursuant to Section 4, propose to sell their Registrable Securities at the provisions of Rule 144(e)(1) or (y) have an aggregate fair market value of less than $20,000,000, as determined by reference to the closing price (calculated based upon the Market Price of the Registrable Securities on the date of filing delivery of such Demand Request on the Registration Statement with respect principal national securities exchange on which the Registrable Securities are listed or, if not then listed on a national securities exchange, on the Nasdaq Stock Market or in the over the counter market. Subject to the provisions of this Agreement, within 60 days after receipt of a Demand Request (the "REQUIRED FILING DATE") the Company shall file a registration statement on such appropriate form under the Securities Act as shall be determined by the Company and reasonably acceptable to the Requisite Requesting Holders (such acceptance not to be unreasonably withheld) for the offer and sale of such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except Securities as may be required by the Securities Act;
(iv) a requested in any such Demand Registration if the Initiating Holder(s) may dispose of shares of Request together with any other Registrable Securities as may be requested to be included by Joining Holders pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof2.
Appears in 1 contract
Sources: Registration Rights Agreement (Sterling Chemical Inc)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, (i) one or more of the General Atlantic Shareholders as a group, acting through GAP LLC or its written designee; (ii) the Major Shareholders as a group, acting through John▇▇▇; ▇▇ (iii) the Series F Shareholders holding Registrable Securities representing (after giving effect to any adjustments) at least a majority of the aggregate number of Registrable Securities owned by all of the Series F Shareholders (other than GAP 52 or GAP Coinvestment II) (each of the Designated Holders (eachi), an “Initiating Holder” and collectively(ii) or (iii), the “"Initiating Holders”Holder(s)") may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement registration statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) and under the securities or "blue sky" laws of any jurisdiction designated by such holder or holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, however, HOWEVER that the Company shall not be obligated to effect:
(i) effect more than two such (2) Demand Registrations for the General Atlantic Shareholder as a group and more than Shareholders, two such (2) Demand Registrations for the Apax Major Shareholders as a group;
and one (ii1) a Demand Registration if for the Initiating Holder(s)Series F Shareholders pursuant to this Section 3; PROVIDED, together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon event that the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) rights granted to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares holders of Registrable Securities pursuant to Section 4 hereof shall cease to be available to such holders as a result of changes in the federal securities laws, then the number of Demand Registrations available to such Series F Shareholders hereunder shall be increased from one (1) Demand Registration Statement on Form F-3 to two (2) Demand Registrations pursuant to a this Section 3. If at the time of any request made under to register Registrable Securities pursuant to this Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which 3(a), the Company is engaged in, or has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining fixed plans to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission engage in within thirty (30) days of receipt the time of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor theretorequest, a Registration Statement with respect to an employee benefit plan (including Form S-8 registered public offering or any successor thereto) or is engaged in any other registration which is not appropriate for activity which, in the registration good faith determination of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any would be adversely affected by the requested registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure material detriment of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (i3) postpone filing a Registration Statement relating months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating delay request to a Demand Registration, if the Valid Business Reason has not resulted from actions taken be exercised by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve one-year period. In addition, the Company shall not be required to effect any registration within ninety (1290) month perioddays after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by the Initiating Holders Holder(s) shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness DateEffective Time, each any Holder or Group of Holders holding in excess of [20]% of the Designated Holders amount of New Parent Ordinary Shares outstanding at the Effective Time (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a groupduring any rolling twelve-month period;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000[15,000,000];
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;; or
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A New Parent Ordinary Shares or New Parent ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then (i) the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety seventy-five (9075) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration StatementStatement or causing it to be declared effective. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the each Initiating Holder and each Holder that elects to participate in the Demand Registration pursuant to Section 4 of its determination to postpone the filing, amending or withdraw supplementing of a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone the filing, amending or withdraw supplementing of a filing Registration Statement under this Section 3(a) more than once twice in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders Holder(s) shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) from time to time following 180 days after the IPO Effectiveness Date, each closing of the Designated Holders Qualified IPO, and subject to Section 2.12, a Requesting Holder (eachor Requesting Holders, an “Initiating Holder” and collectively, as the “Initiating Holders”case may be) may make a written request (a “Demand Registration Notice”) to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”)in accordance with the terms of this Agreement, the number of Registrable Securities stated in such request; request (a “Demand Registration”), provided, however, and subject to the provisions of Section 2.12, that the Company shall not be obligated to effect:
effect (i) more than two three (3) such Demand Registrations in any 12-month period in the aggregate for the General Atlantic Shareholder as a group all Requesting Holders and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a any Demand Registration if with respect to which the Initiating Holder(s)Requesting Holder (or Requesting Holders, together with as the other Designated Holders that include case may be) proposes to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
(iii) $50 million unless such Demand Registration includes all of the then-outstanding Registrable Securities; provided, however, that such Demand Registration shall not be considered a Demand Registration in any particular jurisdiction in which for the Company would be required to execute a general consent to service purposes of process in effecting such registrationsubclause (a)(i) above if, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or other Governmental Authority, or (2) if the Initiating Maximum Offering Size determined in accordance with Section 2.02(f) is less than fifty percent (50%) of the Registrable Securities of the Requesting Holder(s) may dispose of shares of Registrable Securities pursuant sought to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration be included in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.02, the Company shall effect such Demand Registration on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3.
Appears in 1 contract
Sources: Registration Rights Agreement (Eagle Bulk Shipping Inc.)
Request for Demand Registration. At any time commencing the earlier of (i) one hundred and eighty twenty (180120) days after the IPO Effectiveness Date, each and (ii) the date when any of the 2007 Warrant Holders exercises the Warrants pursuant to the terms and conditions thereof, any one or more of the Designated Holders (each, an “Initiating Holder” and collectively”), the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities as stated in such request; provided, however, that the Company shall not be obligated to effect:
(ia) more than two three (3) such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a groupin aggregate initiated by any of Actis, JPM, Evolution and/or CQS;
(iib) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date Initiating Holder(s) propose to sell, net of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than Selling Expenses, would not exceed US$20,000,0005,000,000;
(iiic) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ivd) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 Article V hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(viie) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating HoldersHolder(s), gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty sixty (3060) days of receipt of such request (other than with respect to a Registration Statement on pertaining to a Rule 145 transaction (including Form S-4 or F-4 or any successor thereto), a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Company furnishes to the Initiating Holder(s) requesting a Demand Registration a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of DirectorsDirectors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it such action would (i) be seriously detrimental to materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company Company; or (ii) require the premature disclosure of important confidential material information that the Company has a material bona fide business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”)confidential, then the Company may (i) postpone shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for period of not more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if days after the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf request of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact Holder(s) is given; provided, however, that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under invoke this Section 3(a) right more than once in any twelve (12) month period. Each request ; provided, however, that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a Demand Registration by registration relating to the Initiating Holders shall state sale of securities to employees of the amount Company or a subsidiary pursuant to a share option, share purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities proposed to be sold and Securities; or a registration in which the intended method only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of disposition thereofdebt securities that are also being registered.
Appears in 1 contract
Request for Demand Registration. At Subject to the limitations set forth in the following paragraphs of this Section 6.2:
(i) The Holders of either (A) not less than a majority of all of the Heritage Shares at any time commencing one hundred and eighty outstanding or (180B) days after the IPO Effectiveness Date, each at least twenty percent (20%) (on a Fully Diluted Basis) of the Designated Holders amount of Registrable Securities outstanding on the date hereof, as adjusted from time to time for splits, combinations and other recapitalizations (each, an “Initiating Holder” and collectivelyin either such case, the “Initiating "Demanding Holders”) "), may make at --------- ------- any time give to Holding a written request to for the Company to register, and the Company shall register, registration (a "Demand ------ Registration") by Holding under the Securities Act of all or any part of the ------------ Registrable Securities held by such Demanding Holders. Within five business days after the receipt by Holding of any such written request, Holding shall give written notice of such request to all Holders of Registrable Securities.
(other than ii) After the receipt of a written request for a Demand Registration, (A) Holding shall be obligated to include in such Demand Registration all of the Registrable Securities with respect to which Holding shall receive the written requests of the Holders thereof for inclusion in such Demand Registration, within 20 days after the date on which Holding shall have given to all Holders a written notice of registration request pursuant to a Registration Statement on Form ▇-▇Section 6.2(a)(i) of this Agreement, ▇-▇ or S-8 or any successor theretoand (B) (a “Demand Registration”), Holding shall use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities pursuant to this Section 6.2(a)(ii) shall specify the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn registered and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering unless Holding, the Majority Heritage Holders or, if different, the Majority Demanding Holders mutually consent otherwise, neither of which consents shall be unreasonably withheld or delayed.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Dateearlier to occur of: (i) June 30, each 2011 or (ii) twelve (12) months after the effectiveness of the Designated Company’s Initial Public Offering, Holders of at least 50% of the Registrable Securities then outstanding (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may have the right to make a written request to the Company to register, and the Company shall use its best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or F-8 or S-8 or any successor thereto) (a “Demand Registration”), the number amount of Registrable Securities stated in such request; provided, however, that the Company will not be required to effect any Demand Registration unless either (x) the Initiating Holders propose to sell at least 20% of their Registrable Securities or (y) the anticipated gross offering proceeds (calculated before deduction of any underwriting discounts and commissions) exceed US$5,000,000; and provided further, that the Company shall not be obligated (a) to effect:
(i) effect more than two such (2) Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
pursuant to this Section or (iib) a to effect any Demand Registration if the Initiating Holder(s)Company has, together with within the other Designated Holders that include Registrable Securities in the six (6) month period preceding such request, already effected a Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price or F-3 Registration in which all of the Registrable Securities on proposed to be sold by the date of filing of the Registration Statement with respect to such Registrable Securities) Initiating Holders or F-3 Initiating Holders were registered and sold pursuant to the public of less than US$20,000,000;
(iii) a registration statement governing such Demand Registration in any particular jurisdiction or F-3 Registration, as the case may be, or in which the Company would be required Holders had an opportunity to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities participate pursuant to a Registration Statement on Form F-3 pursuant to a request made under the provisions of Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (4, other than a Registration Statement on Form S-4 or F-4 registration from which all or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days portion of the receipt of Registrable Securities the request of the Initiating Holders, gives notice Holders requested to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) be included in such registration were excluded or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)sold. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be required to remain effective because such action would (iix) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company, (y) require the premature disclosure of important confidential material information that the Company has a material bona fide business purpose for preserving as confidential or (z) render the disclosure of which would materially impede Company unable to comply with requirements under the Company’s ability to consummate a significant transaction Securities Act or Exchange Act (each, a “Valid Business Reason”), then the Company may may: (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than shall such postponement exceed ninety (90) daysdays commencing from the date the Company has reasonably decided to postpone filing such Registration Statement; and (ii) in case that a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company primarily for the purpose of postponing filing of Registration Statement, the Company, upon the Company approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Share Subscription Agreement (Qihoo 360 Technology Co LTD)
Request for Demand Registration. At any time, and from time commencing to time, one hundred and eighty (180) days after the IPO Effectiveness Date, each or more of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under in accordance with the Securities Act (terms of this Agreement, the offer or other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), distribution of the number of Registrable Securities stated in such requestrequest under the Securities Act, at the election of the Initiating Holders, (i) on Form S-1 or any similar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect:
effect (iA) more than two three such Demand Long-Form Registrations for the General Atlantic Shareholder as a group each Holder and more than two such Demand Registrations for the Apax Shareholders as a group;
(iiB) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable SecuritiesSecurities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than US$20,000,000;
(iiix) a Demand Registration $10,000,000.00 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing case of a Long-Form Registration Statement with or (y) $5,000,000.00 in the Commission within thirty (30) days case of receipt of such request (other than with respect to a Registration Statement on Short-Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)Registration. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Demand Long-Form Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold registered and the intended method of disposition thereof. The Initiating Holders shall be entitled to no more than one Short-Form Registration every six months.
Appears in 1 contract
Sources: Stock Purchase Agreement (Australia Acquisition Corp)
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after from time to time, following the IPO Effectiveness Effective Date, each any of the Designated Initiating Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall registerregister on a Registration Statement, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8, ▇-▇ or S-8 with respect to shares issued in an acquisition or any successor thereto) debt securities), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such requestrequest (subject to such Holder providing a Selling Stockholder Questionnaire at least three (3) business days prior to the required filing date); provided, however, that the Company shall not be obligated to effect:
effect (i) more than two three (3) such Demand Registrations Registrations, provided, however, that a Demand Registration shall not be considered made for purposes of this clause (i) unless the General Atlantic Shareholder as a group and requested Registration Statement has been declared effective by the Commission for more than two such Demand Registrations 75% of the full amount of Registrable Securities for the Apax Shareholders as a group;
which registration has been requested, (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include propose to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate gross offering price (before deducting underwriting discounts and commissions) (calculated based upon the Market Price trading price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$25,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) a any such Demand Registration in any particular jurisdiction in which within ninety (90) days of the effective date of a prior Registration Statement for an offering of Common Stock (or such shorter period as the Company would be required to execute a general consent to service of process may determine in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ivits sole discretion) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 S-8, or any successor thereto or a Registration Statement with respect to shares issued in an employee benefit plan (including Form S-8 acquisition or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securitiesdebt securities). For purposes of the preceding sentenceIn addition, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If if the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) materially interfere with any material or potentially material financing, acquisition, corporate reorganization or merger or other transaction involving the Company, including negotiations related thereto, or require the Company to disclose any material nonpublic information which would reasonably be seriously likely to be detrimental to the Company or (ii) require the disclosure of important confidential information that otherwise make it undesirable for the Company has to complete any shelf registration statement required hereby or a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction Demand Registration at that time (a “Valid Business Reason”), then (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to any shelf registration required hereby or a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to any shelf registration statement required hereby or a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than one 90-day period has passed since such postponement, the Initiating Holders may request a new shelf registration or Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Holders participating in the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder relevant Registration Statement of its determination to postpone filing, amending or withdraw supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or withdraw a filing supplement under this Section 3(a2(b) due to a Valid Business Reason for more than once one hundred twenty (120) days in the aggregate in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Walter Investment Management Corp)
Request for Demand Registration. At (a) If the Company shall receive from the Initiating Holders at any time commencing one hundred and eighty (180) days after the IPO Effectiveness DateJuly 31, each of the Designated Holders (each2002, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request that the Company effect the registration of Registrable Securities with an anticipated aggregate offering price of at least $1,500,000, then the Company shall:
(i) within 20 days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use its diligent best efforts to, as soon as practicable, effect the registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) of, subject to the limitations of subsection 1.2(b), all Registrable Securities as are specified in such request by the Initiating Holders, together with all Registrable Securities requested by any other Holder or Holders to be included in such registration by written notice received by the Company within twenty (20) days of the Company's giving the notice required pursuant to registerclause (i) above in accordance with Section 3.5.
(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to subsection 1.2(a) and the Company shall registerinclude such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, under the right of any Holder to include such Holder's Registrable Securities Act in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Company, the underwriter, a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other than pursuant to provision of this Section 1.2, if the underwriter advises the Initiating Holders and the Company in writing that marketing factors require a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities stated which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof that have requested to participate in such requestregistration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder.
(c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than 180 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:
(i) more than After the Company has effected two registrations pursuant to this Section 1.2 and such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a groupregistrations have been declared or ordered effective;
(ii) a Demand Registration if During the Initiating Holder(s), together period starting with the other Designated Holders that include Registrable Securities in date 60 days prior to the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price Company's good faith estimate of the Registrable Securities on the date of filing of of, and ending on a date 180 days after the Registration Statement with respect effective date of, a registration subject to Section 1.3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such Registrable Securities) registration statement to the public of less than US$20,000,000;become effective; or
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if If the Initiating Holder(s) may Holders propose to dispose of shares of Registrable Securities pursuant to a Registration Statement that may be immediately registered on Form F-3 S-2 or Form S-3 pursuant to a request made under pursuant to Section 5 hereof;1.12 below.
(ve) Notwithstanding the foregoing provisions of Section 1.2, if a Demand Registration majority in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request interest of the Initiating Holders, gives notice Holders elect not to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 sell all or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount portion of the Registrable Securities proposed pursuant to a demand registration statement filed pursuant to Section 1.2 (and not requested to be sold and withdrawn by the intended method of disposition thereofHolders pursuant to Section 1.6) which has become effective, such demand registration right shall nonetheless be deemed satisfied.
Appears in 1 contract
Request for Demand Registration. At On any time commencing one hundred and eighty (180) date after 180 days after following the IPO Effectiveness Date, each if the Company shall receive from (i) any one or more of the Designated Holders General Atlantic Stockholders as a group, acting through GAP LLC or its written designees, (eachii) any one or more Existing Stockholders holding at least a majority of the Registrable Securities then held by all Existing Stockholders, an “Initiating Holder” and collectively(iii) any one or more TCI Stockholders holding at least a majority of the Registrable Securities then held by all TCI Stockholders, or (iv) any one or more Series E Stockholders holding at least a majority of the Registrable Securities then held by all Series E Stockholders (in each case, the “"Initiating Holders”") may make a written request that the Company effect any registration, qualification or compliance with respect to the Company to register, and the Company shall register, under the Registrable Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effectwill:
(i) more than two such Demand Registrations for promptly give written notice of the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;proposed registration, qualification or compliance to all other Designated Holders; and
(ii) a Demand Registration if the Initiating Holder(s)as soon as practicable, together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant use its best efforts to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting effect such registration, qualification or compliance unless (including, without limitation, the Company is already subject execution of an undertaking to service in such jurisdiction file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and except appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be required by so requested and as would permit or facilitate the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose sale and distribution of shares all or such portion of such Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration as are specified in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares such request, together with all or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount portion of the Registrable Securities proposed to be sold and the intended method of disposition thereof.any Designated Holder or Designated Holders joining in such request as
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) from time to time following 180 days after the IPO Effectiveness Date, each closing of the Designated Holders Qualified IPO, a Requesting Holder (eachor Requesting Holders, an “Initiating Holder” and collectively, as the “Initiating Holders”case may be) may make a written request (a “Demand Registration Notice”) to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”)in accordance with the terms of this Agreement, the number of Registrable Securities stated in such request; Demand Registration Notice (a “Demand Registration”), provided, however, that the Company shall not be obligated to effect:
effect (i) more than two four (4) such Demand Registrations and Underwritten Shelf Take-Downs, taken together, in any 12-month period in the aggregate for the General Atlantic Shareholder as a group all Requesting Holders and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a any Demand Registration if with respect to which the Initiating Holder(s)Requesting Holder (or Requesting Holders, together with as the other Designated Holders that include case may be) proposes to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
(iii) $[ ] million unless such Demand Registration includes all of the then-outstanding Registrable Securities; provided, further, that such Demand Registration shall not be considered a Demand Registration in any particular jurisdiction in which for the Company would be required to execute a general consent to service purposes of process in effecting such registrationsubclause (a)(i) above if, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or other Governmental Authority, or (2) if the Initiating Holder(sMaximum Offering Size determined in accordance with Section 2.02(f) may dispose of shares is less than the amount of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice Requesting Holder(s) sought to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of be included in such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the Initiating Holders case may be) shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.02, the Company shall effect such Demand Registration on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3.
Appears in 1 contract
Sources: Registration Rights Agreement
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each One or more of the Designated Holders General Atlantic Shareholders as a group, acting through GAP or its written designee (each, an “Initiating Holder” and collectively, the “"Initiating Holders”) "), may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇F-4, S-4 o▇ ▇-▇ or S-8 or ▇▇ any successor theretothereto and other than solely pursuant to a Registration Statement on Form F-6) (each, a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided. Notwithstanding the foregoing, however, that the Company shall not be obligated to effect:
effect (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group Shareholders, collectively; and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable SecuritiesCompany receives the request for the Demand Registration) to the public of for less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)$10,000,000. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of DirectorsDirectors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to interfere in any material respect with any financing, acquisition, corporate reorganization or merger or other material transaction or activity involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “"Valid Business Reason”"), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but for a reasonable period not in no event for more than excess of ninety (90) days; days from the date of notice provided in the manner described below, and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Company's Board of Directors, such majority to include at least one General Atlantic Director (as defined in the Participation Agreement), may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement Statement, before taking any such action and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, exists promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (General Atlantic Partners LLC)
Request for Demand Registration. At (i) Subject to the limitations contained in the following paragraphs of this Section 2, the holders of at least 20% of the total number of outstanding Restricted Securities may at any time commencing one hundred and eighty after an initial public offering of the Company’s Common Stock that results in the automatic conversion of shares of Preferred Stock, give to the Company, pursuant to this clause (180i), a written request for a Demand Registration of Restricted Securities on SEC Form S-1 or any successor form (a “Long-Form Registration”). In addition, at such time as the Company is eligible to utilize SEC Form S-3 or any successor form thereto, the holders of at least 10% of the total number of outstanding Restricted Securities may give to the Company pursuant to this clause (i) a written request for a demand registration of Restricted Securities with an anticipated aggregate public offering price of not less than $5,000,000 on SEC Form S-3 or any successor form thereto (a “Short-Form Registration”). Within 10 days after the IPO Effectiveness Date, each receipt by the Company of the Designated Holders (each, an “Initiating Holder” and collectivelyany such written request, the “Initiating Holders”Company will give written notice of such registration request to all Stockholders.
(ii) may make a Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request to for a Demand Registration, (A) the Company will be obligated and required to register, and include in such Demand Registration all Restricted Securities with respect to which the Company shall registerreceive from Stockholders, under within 30 days after the Securities Act (other than date on which the Company shall have given to all Stockholders a written notice of registration request pursuant to a Registration Statement on Form ▇-▇Section 2(a)(i) hereof, ▇-▇ or S-8 or any successor thereto) (a “the written requests of such Stockholders for inclusion of their respective shares of Restricted Securities in such Demand Registration”), and (B) the number Company will use its reasonable best efforts in good faith to effect promptly the registration of Registrable Securities stated in all such requestRestricted Securities; provided, howeverthat, that the Company shall not be obligated and required to effect:
(i) more than two cause the effectiveness of a Demand Registration of any convertible Restricted Securities unless and until such convertible Restricted Securities included in a Demand Registration shall have been converted into Common Stock of the Company prior to or simultaneously with the effectiveness of a Demand Registration; and provided, further, that each Stockholder shall be entitled to convert any Common Stock so converted back into convertible Restricted Securities in the event such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
Registration is not declared effective. All written requests made by Stockholders pursuant to this clause (ii) a Demand Registration if will specify the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose number of shares of Registrable Restricted Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn registered and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by holders of 51% or more of the Restricted Securities to be included in such Demand Registration.
(iii) The Stockholders shall be permitted to withdraw all or any part of the Restricted Securities of such Stockholders from any Demand Registration at any time prior to the effective date of such Demand Registration but only in the case of an underwritten public offering, if such Stockholders are permitted to do so by the managing underwriters or pursuant to any agreement therewith. Upon such withdrawal, subject to Section 2(b)(ii), such Demand Registration shall count as a Demand Registration for purposes of Section 7(a) hereof unless the withdrawing Stockholder bears one-half of its pro rata share of the costs associated with such Demand Registration.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Date, each Each of the Designated Holders CIC Stockholders, acting through Azimuth or its written designee (each, an “"Initiating Holder” and collectively"), the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect:
effect (ix) more than two five such Demand Registrations for requested by the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
CIC Stockholders, (iiy) a Demand Registration if the Initiating Holder(s)Holders, together with the other Designated Holders that include Registrable Securities (other than the Initiating Holders) which have requested to register securities in the Demand Registration such registration pursuant to Section 43(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
$5,000,000 and (iiiz) a any such Demand Registration in any particular jurisdiction in which commencing prior to 180 days after the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)IPO Effectiveness Date. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “"Valid Business Reason”"), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) days; days and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, upon the Company approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration StatementStatement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve six (126) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Anteon International Corp)
Request for Demand Registration. At any time commencing one hundred and eighty during an Exercise Period (180as defined below) days after (except that such period shall be extended for a period of time equal to the IPO Effectiveness Dateperiod during which any request to register Registrable Securities has been delayed as set forth below), each the Shareholders holding more than twenty-five percent (25%) of the Designated Holders Registrable Securities then held by all of the Shareholders (each, an “Initiating Holder” and collectively, and/or their transferees) pursuant to the “Initiating Holders”) Merger Agreements may make a written request for registration (such Designated Holders making such request being deemed to the Company be "Initiating Holders") of up to register, and the Company shall register, 1,000,000 shares of Registrable Securities under the Securities Act and under the securities or "blue sky" laws of any jurisdiction designated by such holder or holders (other a "Demand Registration"). If more than 1,000,000 shares are, pursuant to the request of the Initiating Holders and the approval of the Company in its sole discretion, included in a Demand Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) during an Exercise Period (a “Demand Registration”as defined below), the number of Registrable Securities stated for which the Designated Holders may request a Demand Registration in subsequent Exercise Periods shall be reduced by the number of shares registered in excess of 1,000,000, divided by the number of Exercise Periods remaining. The Shareholders shall be entitled to one Demand Registration during each Exercise Period. An Exercise Period shall mean any of the following, except as set forth below: (a) from the date hereof through December 31, 1998; (b) from January 1, 1999 to December 31, 1999; or (c) from January 1, 2000 to the second anniversary of the date of this Agreement or such later date that such Registrable Securities become eligible for sale pursuant to Rule 144(k), but in no event later than December 31, 2000. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request; provided, howevera registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of four (4) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any Exercise Period. In addition, the Company shall not be obligated to effect:
(i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in effect any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following registration within 90 days after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if of the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Subject to Section 3(d), the Company and, at the Company's election, any other holders of shares of Common Stock with contractual registration rights, may include in the Demand Registration requested pursuant to this Section 3 any shares of Common Stock which it or they shall determine so to include and the consent of Initiating Holders shall not be required with respect thereto.
Appears in 1 contract
Request for Demand Registration. At any time commencing one hundred and eighty (180) days after the IPO Effectiveness Datedate ------------------------------- hereof, each the holders of 25.0% of the Designated Holders outstanding Registrable Securities (each, an “Initiating Holder” and collectively, the “Initiating Holders”"Stockholders") may make a written request to (the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto"Demand Notice") (a “Demand Registration”), the number for ------------- ------------- registration of Registrable Securities stated in under the Act, and under the securities or blue sky laws of any jurisdiction designated by such requestholder or holders (a "Demand Registration"); provided, howeverthat the Company will not be required to -------------------- -------- effect more than two Demand Registrations in the aggregate at the request of the holders of Registrable Securities pursuant to this Section 8.2(a); provided, -------- further, that the Company shall not be obligated required to effect:
(i) effect more than two such one ------- registration pursuant to this section in any six-month period. Notwithstanding the foregoing, the Company shall not be required to effect any Demand Registrations Registration unless the anticipated aggregate proceeds to the selling holders would equal or exceed $2,000,000. Upon a request for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
(ii) a Demand Registration if Registration, the Initiating Holder(s), together Company shall use its best efforts to prepare and file with the other Designated Holders that include Registrable Securities in the Demand Registration SEC, as soon as practicable, a registration statement for an offering to be made on a continuous basis pursuant to Section 4, propose Rule 415 of the Act (or any successor rule or similar provision then in effect) (a "Shelf Registration Statement") registering the ---------------------------- resale from time to sell time by the Stockholders thereof of their Registrable Securities at an aggregate price (calculated based upon the Market Price "Demand Shelf Registration"). Within fifteen (15) days after ------------------------- the receipt of the Demand Notice, the Company shall give written notice thereof to all holders holding Registrable Securities on the date of filing of the Registration Statement and include in such registration all Registrable Securities held by a holder thereof with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within received written requests for inclusion therein at least ten (10) days of the receipt of the request of the Initiating Holders, gives notice prior to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement the Demand Shelf Registration. No Person has been granted registration rights that are inconsistent with the Commission within thirty rights to be granted to the Purchaser in this Agreement. Other than the Amended and Restated Investors' Rights Agreement, dated May 31, 1996 (30) days the "Investors' Rights Agreement"), the Company has not entered into any agreement ---------------------------- pursuant to which the Company has granted registration rights. Except those Persons having the right to piggy-back on a Demand Registration pursuant to the Investors' Rights Agreement and disclosed in Schedule 8.2, no Person has the right to piggy-back on a Demand Registration. To the extent any Person has the right to piggy-back on a Demand Registration, the Company shall use its best efforts to promptly obtain a waiver of receipt any such rights. Unless holders of such request a majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other Person (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor theretoi) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration holder of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) any Person disclosed in case a Registration Statement Schedule 8.2 who has been filed relating the right to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, piggy-back on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by pursuant to the Initiating Holders Investors' Rights Agreement for which the Company has not obtained a waiver of such right after using its best efforts to promptly obtain such waiver), shall state the amount of the Registrable Securities proposed be permitted to be sold and the intended method of disposition thereofoffer securities under any such Demand Registration.
Appears in 1 contract
Request for Demand Registration. At any time, and from time commencing to time, one hundred and eighty (180) days after the IPO Effectiveness Date, each or more of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 at the election of the Initiating Holders, (i) on Form S-1 or any successor theretosimilar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (iA) more than two three such Demand Long-Form Registrations for the General Atlantic Shareholder as a group hereunder and more than two such Demand Registrations for the Apax Shareholders as a group;
(iiB) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable SecuritiesSecurities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than US$20,000,000;
(iiix) a Demand Registration $30,000,000.00 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing case of a Long-Form Registration Statement with or (y) $5,000,000.00 in the Commission within thirty (30) days case of receipt of such request (other than with respect to a Registration Statement on Short-Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)Registration. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Demand Long-Form Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. The Initiating Holders shall be entitled to no more than one Short-Form Registration every six months.
Appears in 1 contract
Sources: Registration Rights Agreement (Harbinger Group Inc.)
Request for Demand Registration. At Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time commencing one hundred and eighty (180) days after the IPO Effectiveness Datedate hereof, each one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the Designated Holders holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an “Initiating Holder” "INITIATING HOLDER" and collectivelytogether, the “Initiating Holders”) "INITIATING HOLDERS"), may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ S-4 or S-8 or any successor thereto) (a “Demand "DEMAND Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect:
effect (ix) more than two one such Demand Registrations Registration for the Commonwealth Stockholders as a group and (y) more than one such Demand Registration for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders Stockholders as a group;
(ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000;
(iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”"VALID BUSINESS REASON"), then the Company may (ix) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety one hundred and twenty (90120) days; , and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereofthereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Proxymed Inc /Ft Lauderdale/)
Request for Demand Registration. At To the extent permitted by applicable law and regulations, at any time commencing one hundred and eighty (180) days after the IPO Effectiveness Datetime, each of the Designated Holders (each, an “any Initiating Holder” and collectively, the “Initiating Holders”) Holder may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 or any successor thereto) in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (i) more than two five such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group;
Registrations, (ii) a Demand Registration if the such Initiating Holder(s), together with the other Designated Holders that include Holder proposes to sell Registrable Securities in the such Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of on which the Registration Statement with respect to Company receives the written request for such Registrable SecuritiesDemand Registration) to the public of less than US$20,000,000;
$25,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) a any such Demand Registration in any particular jurisdiction in which within the Specified Period (or such shorter period as the Company would be required to execute a general consent to service of process may determine in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ivits sole discretion) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following after the effective date of any other Registration Statement pertaining to Class A Ordinary Shares or ADSs of the Company (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable SecuritiesS-8). For purposes of the preceding sentenceIn addition, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (ii) because such registration would require the disclosure of important confidential Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a material bona fide business purpose for preserving as confidential the confidentiality of such proposed transaction or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction information (a “Valid Business Reason”), then (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety forty-five (9045) days; days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (iiy) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such postponement, the Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder all Designated Stockholders of its determination to postpone filing, amending or withdraw supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or withdraw a filing supplement under this Section 3(a) due to a Valid Business Reason for more than once forty-five (45) days in any twelve (12) twelve-month period. Each request for a Demand Registration by the Initiating Holders Holder shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof, which may include a distribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of Crestview (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply.
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Request for Demand Registration. At any time, and from time commencing one hundred and eighty (180) days after the IPO Effectiveness Dateto time, each Holders holding at least a majority of the Designated Holders outstanding Registrable Securities (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇S-4 or S-8), ▇-▇ or S-8 at the election of the Initiating Holders, (i) on Form S-1 or any successor theretosimilar long-form registration (a “Long-Form Registration”) or (ii) on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect:
effect (iA) more than two three such Demand Long-Form Registrations for the General Atlantic Shareholder as a group such Initiating Holder(s) and more than two such Demand Registrations for the Apax Shareholders as a group;
(iiB) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable SecuritiesSecurities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than US$20,000,000;
(iiix) a Demand Registration $20,000,000.00 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company has already effected a registered public offering of its equity securities;
(vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing case of a Long-Form Registration Statement with or (y) $5,000,000.00 in the Commission within thirty (30) days case of receipt of such request (other than with respect to a Registration Statement on Short-Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities)Registration. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Demand Long-Form Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to the Company or (ii) require the disclosure of important confidential information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold included and the intended method of disposition thereof. The Initiating Holders shall be entitled to no more than one Short-Form Registration every six months.
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Sources: Registration Rights Agreement (Intermedia Outdoor Holdings, Inc.)