Request for Demand Registration. At any time ------------------------------- on or after the date hereof, the holders of more than 50% of the Registrable Securities outstanding may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities under the Securities Act, and under the securities or "blue sky" laws of a reasonable number of jurisdictions designated by such holder or holders (a "Demand Registration"); provided, however, that the Company ------------------- -------- ------- shall not be required to effect more than two Demand Registrations pursuant to this Section 3. 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, a 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 required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Soros Fund Management LLC)
Request for Demand Registration. At any time ------------------------------- on or after the date hereofIPO ------------------------------- Effectiveness Date and prior to the time the Company is eligible to file a Registration Statement on Form S-3 or any successor thereto, (i) one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, or (ii) any Time Stockholder (each group under (i) or (ii), the holders of more than 50% of the Registrable Securities outstanding "Initiating Holders") may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, ------------------ under the Securities Act, and under the securities Act (other than pursuant to a Registration Statement on Form S-4 or "blue sky" laws of a reasonable number of jurisdictions designated by such holder S-8 or holders any successor thereto) (a "Demand Registration"), the number ------------------- of Registrable Securities stated in such request; provided, however, that the Company ------------------- -------- ------- Company shall not be required obligated to effect more than two one Demand Registrations Registration for the General Atlantic Stockholders and more than one Demand Registration for Time pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration 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 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 of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationregistration 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 three four (34) months from the effective date of such offering or the date of completion of such other activity, as the case may berequest, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three one hundred twenty (3120) months days after the effective date of any other Registration Statement of the Company. Each such The request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 ------------------------------- on or after the date hereofClosing, the holders of more than 50% of the Registrable Securities outstanding undersigned may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, under the Securities Act, 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 a reasonable number of jurisdictions any jurisdiction designated by such holder or holders the undersigned (a "Demand Registration"), the number of shares of Common Stock Issued at Conversion, as defined in the Certificate of Designation, stated in such request ("Registrable Securities"); provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect more than two one (1) Demand Registrations Registration pursuant to this Section 35 or to effect any Demand Registration for Registrable Securities having an aggregate offering price of less than $1,000,000. If at the time of any request to register Registrable Securities pursuant to this Section 3(a5(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) 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 of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationregistration 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 three (3) 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 one-year period. In addition, the Company shall not be required to effect any registration within three (3) months 90 days after the effective date of any other Registration Statement registration statement of the Company. Each such The request for a Demand Registration by the Initiating Holders undersigned shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 ------------------------------- on One or after the date hereof, the holders of more than 50% of the Registrable Securities outstanding General Atlantic Shareholders as a group, acting through GAP or its written designee (the "Initiating Holders"), may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, and the Company shall register, under the Securities ActAct (other than pursuant to a Registration Statement on Form F-4, S-4 o▇ ▇-▇ ▇▇ any successor thereto and under the securities or "blue sky" laws of other than solely pursuant to a reasonable number of jurisdictions designated by such holder or holders Registration Statement on Form F-6) (each, a "Demand Registration"); provided, howeverthe number of Registrable Securities stated in such request. Notwithstanding the foregoing, that the Company ------------------- -------- ------- shall not be required obligated to effect (i) more than two Demand Registrations pursuant for the General Atlantic Shareholders, collectively; and (ii) a Demand Registration if the Initiating Holders propose to this Section 3sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date the Company receives the request for the Demand Registration) to the public for less than $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 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, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be required to be disclosed under applicable law as interfere in any material respect with any financing, acquisition, corporate reorganization or merger or other material transaction or activity involving the Company (a result of such request or would be adversely affected by the requested registration"Valid Business Reason"), then the Company may at its option direct that such request be delayed (x) postpone filing a Registration Statement relating to a Demand Registration for a reasonable period not in excess of three ninety (390) months days from the effective date of such offering or the date of completion notice provided in the manner described below, 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, the Company, upon the approval of such other activity, as a majority of the case may beCompany's Board of Directors, such right majority to delay a request include at least one General Atlantic Director (as defined in the Participation Agreement), may cause such Registration Statement to be exercised by withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement, before taking any such action and of the fact that the Valid Business Reason for such postponement or withdrawal no longer 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 one-year twelve (12) month period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof 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 registeredthereof.
Appears in 1 contract
Sources: Registration Rights Agreement (General Atlantic Partners LLC)
Request for Demand Registration. At any time ------------------------------- on and from time to time, following the Effective Date, an Initial Holder or after the date hereofa Permitted Group (collectively, the holders of more than 50% of the Registrable Securities outstanding “Initiating Holders”) may make a written request for registration to the Company to register, and the Company shall register on a Registration Statement, under the Securities Act (such Designated Holders making such request being deemed other than pursuant to be "Initiating Holders") ------------------- a Registration Statement on Form S-4 or S-8, or with respect to shares issued in an acquisition or any debt securities), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities under (or, in the Securities Act, and under the securities or "blue sky" laws case of a reasonable number Permitted Group, shares of jurisdictions designated by Common Stock) stated in such holder or holders (a "Demand Registration")request; provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect (i) more than two (2) such Demand Registrations pursuant on behalf of the Initial Holders and more than one (1) such Demand 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 this Section 3. If by the Company hereunder) no other Permitted Group may make a Demand Registration hereunder), (ii) a Demand Registration by an Initial Holder to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Closing Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $4,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities, (iii) any such Demand Registration within 90 days (or such shorter period as the Company may determine in its sole discretion) of the effective date of a prior Registration Statement for an offering of Common Stock (other than a Registration Statement on Form S-4 or S-8, or with respect to shares issued in an acquisition or any debt securities), (iv) any such Demand Registration, other than a Demand Registration requested by a Permitted Group, if at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged innot filing reports pursuant to Sections 13(a) or 15(d) of the Exchange Act or (v) a Demand Registration on behalf of a Permitted Group without the consent of the Company, such consent not to be unreasonably withheld. The Company shall give written notice to each member of the Permitted Group of its determination to refuse such Demand Registration promptly after the occurrence thereof. If the Company refuses a Demand Registration, such request shall not count as a Demand Registration for purposes of clause (i) above. In addition, if the board of directors of the Company, in its good faith judgment, determines that any registration of securities should not be made or continued because it would 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 has fixed plans require the Company to engage disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company or otherwise make it undesirable for the Company to complete a Demand Registration at that time (a “Valid Business Reason”), (x) the Company may 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 within no event for more than ninety (90) days after the date when the Demand Registration was requested or, if later, after the occurrence of the time of such requestValid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, a 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 required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registration, then the Company may at its option direct that 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 delayed counted as an additional Demand Registration for a reasonable period not in excess purposes of three clause (3i) months from above) or request the effective date prompt amendment or supplement of such offering Registration Statement). The Company shall give written notice to all Holders participating in the relevant Registration Statement of its determination to postpone filing, amending or supplementing a Registration Statement and of the date of completion of fact that the Valid Business Reason for such other activitypostponement no longer exists, as in each case, promptly after the case may be, such right occurrence thereof. Notwithstanding anything to delay a request to be exercised by the Company not more than once in any one-year period. In additioncontrary contained herein, the Company shall may not be required postpone a filing, amendment or supplement under this Section 2(a) due to effect a Valid Business Reason for more than 120 days in the aggregate in any registration within three (3) months after the effective date of any other Registration Statement of the Companytwelve month period. Each such request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities securities proposed to be sold, sold and the intended method of disposition thereof 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 registeredthereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Paragon Offshore PLC)
Request for Demand Registration. At any time ------------------------------- on or after the date hereof, the holders of more than 50% Each of the Registrable Securities outstanding CIC Stockholders, acting through Azimuth or its written designee (each, an "Initiating Holder"), may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, and the Company shall register, under the Securities Act, and under the securities Act (other than pursuant to a Registration Statement on Form S-4 or "blue sky" laws of a reasonable number of jurisdictions designated by such holder S-8 or holders any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that the Company ------------------- -------- ------- shall not be required obligated to effect (x) more than two five such Demand Registrations requested by the CIC Stockholders, (y) a Demand Registration if the Initiating Holders, together with the Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to this Section 33(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 $5,000,000 and (z) any such Demand Registration commencing prior to 180 days after the 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 at the time Board of Directors, in its good faith judgment, determines that any request to register registration of Registrable Securities pursuant to this Section 3(ashould not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "Valid Business Reason"), the Company is engaged inmay (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, or has fixed plans to engage but in within ninety no event for more than forty-five (9045) days and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination majority of the Board of Directors Directors, 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 withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the Companyfact that the Valid Business Reason for such postponement or withdrawal no longer exists, would be required in each case, promptly after the occurrence thereof. Notwithstanding anything to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationcontrary contained herein, then the Company may at its option direct that such request be delayed for not postpone or withdraw a reasonable period not in excess of three (3filing under this Section 3(a) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year six (6) month period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof 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 registeredthereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Anteon International Corp)
Request for Demand Registration. At any time ------------------------------- on or after during an Exercise Period (as defined below) (except that such period shall be extended for a period of time equal to the date hereofperiod during which any request to register Registrable Securities has been delayed as set forth below), the holders of Shareholders holding more than 50% twenty-five percent (25%) of the Registrable Securities outstanding then held by all of the Shareholders (and/or their transferees) pursuant to the Merger Agreements may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of up to 1,000,000 shares of Registrable Securities under the Securities Act, Act and under the securities or "blue sky" laws of a reasonable number of jurisdictions any jurisdiction designated by such holder or holders (a "Demand Registration"); provided. If more than 1,000,000 shares are, however, that pursuant to the request of the Initiating Holders and the approval of the Company ------------------- -------- ------- in its sole discretion, included in a Demand Registration during an Exercise Period (as defined below), the number of Registrable Securities for which the Designated Holders may request a Demand Registration in subsequent Exercise Periods shall not be required 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 effect more than two one Demand Registrations 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 this Section 3Rule 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, a 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 required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationregistration 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 three four (34) 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 one-year periodExercise Period. In addition, the Company shall not be required to effect any registration within three (3) months 90 days after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof 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 To the extent permitted by applicable law and regulations, at any time ------------------------------- on or 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 date hereofMarch 1, 2011, the holders of more than 50% of the Registrable Securities outstanding Initiating Holders may make a written request for registration to the Company to register, and the Company shall register, under the Securities Act (such Designated Holders making such request being deemed other than pursuant to be "Initiating Holders") ------------------- a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities under the Securities Act, and under the securities or "blue sky" laws of a reasonable number of jurisdictions designated by stated in such holder or holders (a "Demand Registration")request; provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect (i) more than two such Demand Registrations pursuant Registrations, (ii) a Demand Registration if the Initiating Holders propose to this Section 3. If at the time of any request to register sell Registrable Securities pursuant to this Section 3(a), in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company is engaged in, or has fixed plans receives the written request for such Demand Registration) to engage in within ninety (90) days the public of less than $20,000,000 unless such Demand Registration includes all of the time of then-outstanding Registrable Securities or (iii) any such request, a registered public offering Demand Registration within the Specified Period (or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be required to be disclosed under applicable law such shorter period as a result of such request or would be adversely affected by the requested registration, then the Company may at determine in its option direct that such request be delayed for a reasonable period not in excess of three (3sole discretion) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the CompanyCompany (other than a Registration Statement on Form S-4 or S-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. 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 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 because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may 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 days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company 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 all Designated Stockholders of its determination to postpone filing, amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 3(a) due to a Valid Business Reason more than once in any six-month period. Each such request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof 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 registeredthereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Amn Healthcare Services Inc)
Request for Demand Registration. At any time ------------------------------- on or after the date hereofIPO Effectiveness Date, the holders each of (i) one or more than 50% of the Registrable Securities outstanding General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, (ii) one or more of the Major Stockholders as a group, acting through ▇▇▇▇▇▇ or his written designee, or (iii) one or more of the Demand Stockholders, acting through its representative identified on the instrument executed by it in the form attached hereto as Exhibit A or such representative's written designee (the "Initiating Holders"), may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, under the Securities Act, and under the securities Act (other than pursuant to a Registration Statement on Form S-4 or "blue sky" laws of a reasonable number of jurisdictions designated by such holder S-8 or holders any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request; provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect more than two one Demand Registrations Registration for the General Atlantic Stockholders, one Demand Registration for the Major Stockholders and one Demand Registration for each of the Demand Stockholders pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration 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 ninety (90) 90 days of the time of such request, a registered public offering or is engaged in or has fixed plans to engage in any other activity which, in the good faith determination of the Board of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected in any material respect by the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) 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 one-year period. In addition, the Company shall not be required to effect any registration within three (3) months 90 days after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 ------------------------------- on or after the date hereof, the holders of one or more than 50% of the Registrable Securities outstanding General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "Initiating Holders"), may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, and the Company shall register, under the Securities Act, and under the securities Act (other than pursuant to a Registration Statement on Form S-4 or "blue sky" laws of a reasonable number of jurisdictions designated by such holder S-8 or holders any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request; provided, however, that the Company ------------------- -------- ------- shall not be required (x) subject to effect more than two Demand Registrations pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a3(e), 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 of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required obligated to effect more than one such Demand Registration for the General Atlantic Stockholders and (y) the Company shall not be obligated to effect a registration pursuant to this Section 3(a) during such time as the Company has an "evergreen" shelf registration with respect to all such Registrable Securities pursuant to Rule 415 under the Securities Act on form S-3 (or any successor form) and such shelf registration has been declared, and remains, effective. 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 within three of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (3a "Valid Business Reason"), the Company may (x) months 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 (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, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one director elected by the holders of the Series F Preferred Stock, 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 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 effective date of 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 other Registration Statement of the Companytwelve (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, sold and the intended method of disposition thereof 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 registeredthereof.
Appears in 1 contract
Request for Demand Registration. At Any Designated Holder may, at any time ------------------------------- on or after the date hereoftime, the holders of more than 50% of the Registrable Securities outstanding may make a written request to the Company to register, under the Securities Act on any form for registration which the Company then qualifies and deems appropriate (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- a “Demand Registration”), the number of Registrable Securities under the Securities Act, and under the securities or "blue sky" laws of a reasonable number of jurisdictions designated by stated in such holder or holders (a "Demand Registration")request; provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect (i) any Demand Registration for less than an aggregate of US$10,000,000 in Registrable Securities, (ii) more than two (2) Demand Registrations (including any F-3 Registrations pursuant to Section 5 hereof) during any calendar year for any Designated Holder or (iii) in any case, more than four (4) Demand Registrations (including any F-3 Registrations pursuant to Section 5 hereof) in total under this Section 3Agreement, provided, further, that any Designated Holder shall not be entitled to request any Demand Registration after the fourth anniversary of the date hereof. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration 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 ninety (90) days Board of the time of such request, Directors makes a registered public offering or is engaged in any other activity which, in the good faith determination that the filing of such Registration Statement would adversely affect the Board of Directors of the CompanyCompany and its shareholders, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationwhole, in any material respect, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months 90 days from the effective date of such offering or the date of completion receipt of such other activitythe Demand Registration; provided, as however, that the case may be, Company shall not exercise such right to delay a request to be exercised by the Company not more than once in two times or for more than a total of 90 days during any one-year periodperiod of 365 days. In addition, the Company shall not be required to effect any registration within three (3) months 180 days after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders Designated Holder shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. Upon a request for a Demand Registration, the Company shall use its commercially reasonable efforts to 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 (Chipmos Technologies Bermuda LTD)
Request for Demand Registration. At any time ------------------------------- on or after the date hereofIPO Effectiveness Date, the holders of (i) one or more than 50% of the Registrable Securities outstanding General Atlantic Shareholders as a group, acting through GAP LLC or its written designee, (ii) one or more of the JMI Shareholders as a group, acting through JMI or its written designee or (iii) the Pulaski Shareholders as a group, acting through Pulaski (the "Initiating Holder(s)") may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, under the Securities Act, 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 a reasonable number of jurisdictions any jurisdiction designated by such holder or holders (a "Demand RegistrationDEMAND REGISTRATION"), the number of Registrable Securities stated in such request; provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect more than two one (1) Demand Registrations Registration for each of the General Atlantic Shareholders, the 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 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 thirty (9030) 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 of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationregistration 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 three (3) 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 one-year period. In addition, the Company shall not be required to effect any registration within three ninety (390) months days after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders Holder(s) shall state the amount of the Registrable Securities proposed to 10 be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 any time ------------------------------- on or after the date hereof, in the holders of more than 50% event that the Company shall become ineligible to register the Registrable Securities under the Securities Act on Form S-3 (or any successor form thereto), the Investors holding a majority of the Registrable Securities outstanding (the “Initiating Holders”), may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, and the Company shall register, under the Securities Act, and under the securities Act (other than pursuant to a Registration Statement on Form S-4 or "blue sky" laws of a reasonable number of jurisdictions designated by such holder S-8 or holders any successor thereto) (a "“Demand Registration"”), the offer and sale of the Registrable Securities stated in such request; provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect more than two (2) such Demand Registrations pursuant for the Investors. For purposes of the preceding sentence, two or more Registration Statements filed in response to this Section 3one demand shall be counted as one Demand Registration. If at the time Board of Directors, in its good faith judgment, determines that any request to register registration of Registrable Securities pursuant to this Section 3(ashould not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a “Valid Business Reason”), the Company is engaged inmay (i) postpone filing a Demand Registration statement until such Valid Business Reason no longer exists, or has fixed plans to engage but in within no event for more than ninety (90) days of the time of such requestdays, a registered public offering or is engaged in any other activity which, and (ii) in the good faith determination event that a Demand Registration statement has been filed, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors 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 of its determination to postpone or withdraw a registration statement and of the Companyfact that the Valid Business Reason for such postponement or withdrawal no longer exists, would be required in each case, promptly after the occurrence thereof. Notwithstanding anything to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationcontrary contained herein, then the Company may at its option direct that such request be delayed for not postpone or withdraw a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not filing under this Section 3.1 more than once in any one-year twelve (12) month period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Cardiac Science Inc)
Request for Demand Registration. At any time ------------------------------- on or after the date hereofIPO ------------------------------- Effectiveness Date and prior to the time the Company is eligible to file a Registration Statement on Form S-3 or any successor thereto, the holders of one or more than 50% of the Registrable Securities outstanding General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, (the "Initiating Holders") may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, under the Securities Act, and under the securities Act (other than pursuant to a Registration Statement on Form S-4 or "blue sky" laws of a reasonable number of jurisdictions designated by such holder S-8 or holders any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request; provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect more than two -------- ------- one Demand Registrations Registration for the General Atlantic Stockholders pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration 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 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 of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationregistration 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 three four (34) 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 one-year period. In addition, the Company shall not be required to effect any registration within three one hundred twenty (3120) months days after the effective date of any other Registration Statement of the Company. Each such The request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 ------------------------------- on or after the date hereof, the holders of more than 50% of the Registrable Securities outstanding may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities under the Securities Act, and under the securities or "blue sky" laws of a reasonable number of jurisdictions designated by such holder or holders (a "Demand Registration"); provided, however, that the Company ------------------- -------- ------- shall not be required to effect more than two Demand Registrations pursuant to this Section 3. 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, a 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 required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Integra Lifesciences Corp)
Request for Demand Registration. At any time ------------------------------- on or after the date hereofIPO 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 (i), (ii) or (iii), the holders of more than 50% of the Registrable Securities outstanding "Initiating Holder(s)") may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, under the Securities Act, 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 a reasonable number of jurisdictions 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 required obligated to effect more than two (2) Demand Registrations for the General Atlantic Shareholders, two (2) Demand Registrations for the Major Shareholders and one (1) Demand Registration for the Series F Shareholders pursuant to this Section 3; PROVIDED, that in the event that the rights granted to the 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 to two (2) Demand Registrations pursuant to this Section 3. 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 thirty (9030) 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 of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationregistration 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 three (3) 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 one-year period. In addition, the Company shall not be required to effect any registration within three ninety (390) months days after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders Holder(s) shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 ------------------------------- on or commencing the earlier of (i) one hundred twenty (120) days after the IPO Effectiveness Date, and (ii) the date hereof, the holders of more than 50% when any of the Registrable Securities outstanding 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”), may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, and the Company shall register, under the Securities Act, and under the securities or "blue sky" laws of a reasonable number of jurisdictions designated by such holder or holders Act (a "“Demand Registration"”), Registrable Securities as stated in such request; provided, however, that the Company ------------------- -------- ------- shall not be obligated to effect:
(a) more than three (3) such Demand Registrations in aggregate initiated by any of Actis, JPM, Evolution and/or CQS;
(b) a Demand Registration if the anticipated aggregate offering price of the Registrable Securities the Initiating Holder(s) propose to sell, net of Selling Expenses, would not exceed US$5,000,000;
(c) a Demand Registration in any particular jurisdiction in which the Company would be required to effect more than two 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;
(d) a Demand Registrations pursuant to this Section 3. If at Registration if the time Initiating Holder(s) may dispose of any request to register shares of Registrable Securities pursuant to this Section 3(aa Registration Statement on Form F-3 pursuant to a request made under Article V hereof; or
(e) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holder(s), gives notice of its bona fide intention to effect the filing of a Registration Statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a Registration Statement pertaining to a Rule 145 transaction (including Form S-4 or F-4 or any successor thereto), 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 is engaged infurnishes 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 Directors 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, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; or (ii) require premature disclosure of material information that the Company has fixed plans a bona fide business purpose for preserving as confidential, then the Company shall have the right to engage in within 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 period of not more than ninety (90) days after the request of the time of such requestInitiating Holder(s) is given; provided, a registered public offering or is engaged however, that the Company may not invoke this right more than once in any twelve (12) month period; provided, however, that the Company shall not register any securities for its own account or that of any other activity which, in shareholder during such ninety (90) day period other than pursuant to a registration relating to the good faith determination sale of securities to employees of the Board of Directors of 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 Company, same information as would be required to be disclosed under applicable law as included in a result of such request or would be adversely affected by registration statement covering the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount sale of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions Securities; or a registration in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as only Ordinary Shares being registered are necessary or appropriate to prepare for the registration Ordinary Shares issuable upon conversion of the Registrable Securities to be debt securities that are also being registered.
Appears in 1 contract
Request for Demand Registration. At any time ------------------------------- on or after the date hereofof this Agreement, the holders each of (i) PPGL, (ii) FEL, or (iii) one or more than 50% of the Registrable Securities outstanding Demand Stockholders, acting through its representative identified on the instrument executed by it in the form attached hereto as Exhibit A or such representative's written designee (the "Initiating Holders"), may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, under the Securities Act, Act on any form for which the Company then qualifies and under the securities or "blue sky" laws of a reasonable number of jurisdictions designated by such holder or holders deems appropriate (a "Demand Registration"), the number of Registrable Securities stated in such request; provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect more than two one Demand Registrations Registration for PPGL, one Demand Registration for the FEL and one Demand Registration for each of the Demand Stockholders pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration 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 ninety (90) 90 days of the time of such request, a registered public offering or is engaged in or has fixed plans to engage in any other activity which, in the good faith determination of the Board of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected in any material respect by the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be; provided, however, that the Company shall not exercise such right to delay a request to be exercised by the Company not more than once three times and for more than a total of 90 days in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months 90 days after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 ------------------------------- on or commencing one hundred and eighty (180) days after the date hereofIPO Effectiveness Date, the holders of more than 50% each of the Registrable Securities outstanding Designated Holders (each, an “Initiating Holder”), may make a written request for registration to the Company to register, and the Company shall register, under the Securities Act (such Designated Holders making such request being deemed other than pursuant to be "Initiating Holders"a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) ------------------- (a “Demand Registration”), the number of Registrable Securities under the Securities Act, and under the securities or "blue sky" laws of a reasonable number of jurisdictions designated by stated in such holder or holders (a "Demand Registration")request; provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect effect:
(i) more than two such Demand Registrations pursuant for the General Atlantic Shareholders as a 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 Rexbury;
(ii) a Demand Registration if the Initiating Holder propose to this Section 3. If sell its Registrable Securities at an aggregate price (calculated based upon the time 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 request particular jurisdiction in which the Company would be required to register 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 this a Registration Statement on Form F-3 pursuant to a request made under Section 3(a), 5 hereof;
(v) a Demand Registration in any jurisdiction other than the jurisdiction(s) in which the Company is engaged inhas 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 Ordinary Shares or ADSs (other than a Registration Statement 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) or with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or
(vii) a Demand Registration if the Company, or has fixed plans to engage in within ninety ten (9010) days of the time receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a Registration Statement with the Commission within sixty (60) days of receipt of such requestrequest (other than with respect to a Registration Statement pertaining to a Rule 145 transaction (including Form S-4 or F-4 or any successor thereto), a registered public offering with respect to an employee benefit plan (including Form S-8 or is engaged in any successor thereto) or any other activity whichregistration which is not appropriate for the registration of Registrable Securities). For purposes of the preceding sentence, two or more Registration Statements filed in the good faith determination of response to one demand shall be counted as one Demand Registration. If the Board of Directors 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, would be required ’s ability to be disclosed under applicable law as consummate a result of such request or would be adversely affected by the requested registrationsignificant transaction (a “Valid Business Reason”), then the Company may at its option direct that (i) postpone filing a Registration Statement relating to a Demand Registration until such request be delayed Valid Business Reason no longer exists, but in no event for more than one hundred and twenty (120) days; and (ii) in case a reasonable period Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not in excess of three (3) months resulted from actions taken by the effective date of Company, the Company may cause such offering or the date of completion of such other activity, as the case may be, such right to delay a request Registration Statement to be exercised by withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the Initiating 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 one-year twelve (12) month period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof 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 registeredthereof.
Appears in 1 contract
Sources: Registration Rights Agreement (WuXi PharmaTech (Cayman) Inc.)
Request for Demand Registration. At any time ------------------------------- on or beginning 180 days after the date hereofconversion of the Series C Preferred Stock in connection with a Public Offering, the holders of more than 50% of the Registrable Securities outstanding Holder may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, under the Securities Act, 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 a reasonable number of jurisdictions any jurisdiction designated by such holder or holders Holder (a "Demand RegistrationDEMAND REGISTRATION"); provided, however, that the number of Registrable Securities stated in such request. The Company ------------------- -------- ------- shall not be required obligated to effect more than two one (1) Demand Registrations Registration pursuant to this Section 33 on Form S-1 under the Securities Act or any successor form or similar long-form registration or, if available, on Form S-2 or S-3 or any similar short-form registration. 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 sixty (9060) days of the time of such request, a registered public offering 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 required to be disclosed under applicable law as a result of such request or would be materially adversely affected by the requested registrationregistration 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 three ninety (390) months 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 request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect more than one registration on behalf of all persons who have been granted registration rights by the Company in any 12 month period or any registration within three one hundred twenty (3120) months days after the effective date of any other Registration Statement of the Company. Each such A request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 (Doctors Health System Inc)
Request for Demand Registration. At any time ------------------------------- on or after the date hereofIPO Effectiveness Date, each of (i) the holders of more than 50% Investor Stockholders holding a majority of the Registrable Registerable Securities outstanding held by the Investor Stockholders, acting as a group through their written designee, and (ii) the EXE Stockholders holding a majority of the Registerable Securities held by the EXE Stockholders, acting as a group through their written designee (the "Initiating Holders") may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, under the Securities Act, 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 a reasonable number of jurisdictions 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 required obligated to effect more than two (2) Demand Registrations for the Investor Stockholders and two (2) Demand Registration for the EXE Stockholders pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration 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 ninety thirty (9030) 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 of the CompanyDirectors, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationregistration 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 three (3) 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 one-year period. In addition, the Company shall not be required to effect any registration within three sixty (360) months days after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 ------------------------------- on or after the date hereof, the holders of more than 50% consummation of the Registrable Securities outstanding Initial Public Offering, if the Company is not eligible to use Form S-3 (or any successor form thereto) in connection with public offering of its securities, then one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "Initiating Holders"), may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, under the Securities Act, and under the securities Act (other than pursuant to a Registration Statement on Form S-4 or "blue sky" laws of a reasonable number of jurisdictions designated by such holder S-8 or holders any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that the Company ------------------- -------- ------- shall not be required obligated to (i) effect more than two such Demand Registrations pursuant for the General Atlantic Stockholders, or (ii) effect a Demand Registration unless the Registrable Securities to this Section 3be included therein have an aggregate sale price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Demand Registration) to the public of at least $5,000,000. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration 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 in, within ninety (90) 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 Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationregistration 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 three (3) 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 one-year six month period. In addition, the Company shall not be required to effect any registration within three 90 days (3or 180 days in the case of the Company's Initial Public Offering) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof 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 registeredthereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Predictive Systems Inc)
Request for Demand Registration. At any time ------------------------------- on or after the date hereof180 days following the IPO Closing Date, the holders of more than 50% of General Atlantic Stockholders (the Registrable Securities outstanding “Initiating Holders”), may make a written request for registration to the Company to register, and the Company shall register, under the Securities Act (such Designated Holders making such request being deemed other than pursuant to be "Initiating Holders"a Registration Statement on Form S-4 or S-8 or any successor thereto) ------------------- (a “Demand Registration”), the number of Registrable Securities under the Securities Act, and under the securities or "blue sky" laws of a reasonable number of jurisdictions designated by stated in such holder or holders (a "Demand Registration")request; provided, however, that the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000, and provided further that the Company ------------------- -------- ------- shall not be required obligated to effect more than two three such Demand Registrations pursuant for the General Atlantic Stockholders. For purposes of the preceding sentence, two or more Registration Statements filed in response to this Section 3one demand shall be counted as one Demand Registration. If at the time Board of Directors, in its good faith judgment, determines that any request to register registration of Registrable Securities pursuant should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or because it would otherwise be seriously detrimental to this Section 3(athe Company and its stockholders to effect a registration of Registrable Securities at that time (a “Valid Business Reason”), the Company is engaged inmay (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, or but in no event for more than 90 days, and (y) in case a Registration Statement has fixed plans been filed relating to engage in within ninety (90) days a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination majority of the Board of Directors Directors, such majority to include at least one General Atlantic Director (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 of its determination to postpone or withdraw a Registration Statement and of the Companyfact that the Valid Business Reason for such postponement or withdrawal no longer exists, would be required in each case, promptly after the occurrence thereof. Notwithstanding anything to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationcontrary contained herein, then the Company may at its option direct that such request be delayed for not postpone or withdraw a reasonable period not in excess of three (3filing under this Section 3(a) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year 12 month period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof 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 registeredthereof.
Appears in 1 contract
Request for Demand Registration. At any time ------------------------------- on or after twelve months following the date hereofIPO Effectiveness Date, the holders of more than 50% of the Registrable Securities outstanding General Atlantic Stockholders may make a written request for registration to the Company to register (such Designated Holders General Atlantic Stockholders making such request being deemed referred to be hereinafter as the "Initiating Holders") ------------------- of Registrable Securities ), under the Securities Act, Act and under the securities or "blue sky" laws of a reasonable number of jurisdictions any jurisdiction reasonably designated by such holder or holders holders, the number of Registrable Securities, the offer and sale of which shall result in net proceeds (after expenses and underwriting commissions and discounts) to such Initiating Holders of at least $5,000,000 (a "Demand Registration"); provided, however, that the . The Company ------------------- -------- ------- shall use its reasonable efforts to cause such Demand Registration to become and remain effective not later than three (3) months after it receives a request for a Demand Registration. The Company shall not be required to effect more than two one (1) Demand Registrations Registration at the request of the General Atlantic Stockholders pursuant to this Section 3. Notwithstanding the foregoing, if the amount of Registrable Securities requested by 9 6 the Initiating Holders to be included in a Demand Registration is reduced pursuant to Section 3(d) or 4(a), then a Demand Registration shall not be deemed to have been effected at the request of such Initiating Holders. 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 three (903) days months 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 of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registrationregistration 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 three (3) 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 one-year period. In addition, the Company shall not be required to effect any registration Demand Registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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. Each of the Designated Holders (other than the Initiating Holders) may, pursuant to and as limited by Section 4 hereof, offer its Registrable Securities under any such Demand Registration pursuant to this Section 3.
Appears in 1 contract
Sources: Registration Rights Agreement (Optimark Technologies Inc)
Request for Demand Registration. At any time ------------------------------- on or after and from time to time, following the date hereofEffective Date, the holders of more than 50% any of the Registrable Securities outstanding Initiating Holders may make a written request for registration to the Company to register, and the Company shall register on a Registration Statement, under the Securities Act (such Designated Holders making such request being deemed other than pursuant to be "Initiating Holders") ------------------- a Registration Statement on Form S-4 or S-8, or with respect to shares issued in an acquisition or any debt securities), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities under stated in such request (subject to such Holder providing a Selling Stockholder Questionnaire at least three (3) business days prior to the Securities Act, and under the securities or "blue sky" laws of a reasonable number of jurisdictions designated by such holder or holders (a "Demand Registration"required filing date); provided, however, that the Company ------------------- -------- ------- shall not be required obligated to effect (i) more than two three (3) such Demand Registrations pursuant to Registrations, provided, however, that a Demand Registration shall not be considered made for purposes of this Section 3. If at clause (i) unless the time requested Registration Statement has been declared effective by the Commission for more than 75% of any request to register the full amount of Registrable Securities pursuant for which registration has been requested, (ii) a Demand Registration if the Initiating Holders propose to this Section 3(a), sell Registrable Securities in such Demand Registration at an anticipated aggregate gross offering price (before deducting underwriting discounts and commissions) (calculated based upon the trading price of the Registrable Securities on the date on which the Company is engaged in, receives the written request for such Demand Registration) to the public of less than $25,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or has fixed plans to engage in (iii) any such Demand Registration within ninety (90) days of the time effective date of a prior Registration Statement for an offering of Common Stock (or such request, a 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 required to be disclosed under applicable law shorter period as a result of such request or would be adversely affected by the requested registration, then the Company may at determine in its option direct that such request be delayed for a reasonable period not in excess of three (3sole discretion) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8, or with respect to shares issued in an acquisition or any debt securities). In addition, if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would 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 likely to be detrimental to the Company or otherwise make it undesirable for the Company to complete any shelf registration statement required hereby or a Demand Registration at that time (a “Valid Business Reason”), (x) the Company may 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 after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to any shelf registration statement required hereby or a Demand Registration, the Company 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 relevant Registration Statement of its determination to postpone filing, amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement 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 supplement under this Section 2(b) due to a Valid Business Reason for more than one hundred twenty (120) days in the aggregate in any twelve month period. Each such request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof 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 registeredthereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Walter Investment Management Corp)
Request for Demand Registration. At any time ------------------------------- on or after the date hereof, the holders of one or more than 50% of the Registrable Securities outstanding General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "Initiating Holders"), may make a written request for registration (such Designated Holders making such request being deemed to be "Initiating Holders") ------------------- of Registrable Securities the Company to register, and the Company shall register, under the Securities Act, and under the securities Act (other than pursuant to a Registration Statement on Form S-4 or "blue sky" laws of a reasonable number of jurisdictions designated by such holder S-8 or holders any successor 76 6 thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request; provided, however, that the Company ------------------- -------- ------- shall not be required (x) subject to effect more than two Demand Registrations pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a3(e), 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 of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required obligated to effect more than one such Demand Registration for the General Atlantic Stockholders and (y) the Company shall not be obligated to effect a registration pursuant to this Section 3(a) during such time as the Company has an "evergreen" shelf registration with respect to all such Registrable Securities pursuant to Rule 415 under the Securities Act on form S-3 (or any successor form) and such shelf registration has been declared, and remains, effective. 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 within three of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (3a "Valid Business Reason"), the Company may (x) months 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 (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, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one director elected by the holders of the Series F Preferred Stock, 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 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 effective date of 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 other Registration Statement of the Companytwelve (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, sold and the intended method of disposition thereof 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 registeredthereof.
Appears in 1 contract