Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder; and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above. (ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 1.01(a)(ii) after the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period. (iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities. (iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 4 contracts
Sources: Stockholders Agreement (BJ's Wholesale Club Holdings, Inc.), Stockholders Agreement (BJ's Wholesale Club Holdings, Inc.), Stockholders Agreement (BJ's Wholesale Club Holdings, Inc.)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen thirty (1530) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii6.5:
(1) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(2) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith;
(3) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this subparagraph 6.5(a), each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; or
(4) If the Company shall furnish to such Holders a certificate, signed by the President of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.01(a)(ii6.5 shall be deferred for a period not to exceed one hundred eighty (180) during days from the previous date of receipt of written request from the Initiating Holders; provided, however, that the Company may not use this right more than once in any twelve (12) month period.
. Subject to the foregoing clauses (iii1) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”4), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 4 contracts
Sources: Series H Preferred Stock Purchase Agreement (Hypermedia Communications Inc), Series G Preferred Stock Purchase Agreement (Hypermedia Communications Inc), Series J Preferred Stock Purchase Agreement (Hypermedia Communications Inc)
Request for Registration. If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration with respect to the Registrable Securities, the Company will:
(i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give given written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable diligent best efforts to effect such Registration registration after January 1, 2000 (including, without limitation, filing post-the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by delivered to the Company within fifteen (15) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveCompany; provided that the Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii5:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii5(a) during and such registrations have been declared or ordered effective, or withdrawn at the previous twelve (12) month period.request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or
(iiiC) If Within one hundred eighty (180) days of the Registration pursuant effective date of any other registration statement on Form S-1. Subject to Section 1.01(a)(iithe foregoing clauses (A), (B) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act and (or any successor provisions) (a “Shelf Registration”C), the Company shall use reasonable best efforts file a registration statement covering the Registrable Securities so requested to maintain continuously in effectbe registered as soon as practicable, supplement and amendafter receipt of the request or requests of the Initiating Holders; provided, however, that if necessary, the Shelf Registration, as required Company shall furnish to such Holders a certificate signed by the instructions applicable President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall file, have the right to defer such filing (but not later more than 30 once during any twelve month period) for a period of not more than ninety (90) days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders, may, subject to the provisions of Section 5(b) below, include other securities of the Company which are held by officers or other governmental agency directors of the Company or authoritywhich are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall use have no right to include any of its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if securities in any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentregistration except as provided in Section 5(b) below.
Appears in 4 contracts
Sources: Registration Rights Agreement (Inventa Technologies Inc), Series D Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc), Series C Convertible Preferred Stock Purchase Agreement (Inventa Technologies Inc)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demandexceed US$5,000,000, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Actgovernmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(ACompany, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part days of the Registrable Securities held initial request by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such requestHolders; Provided, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided however, that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii9.1:
(1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws;
(2) Prior to six (6) months after the Company has effected three effective date of the Company’s first registered public offering of its equity securities;
(3) such Registrations requested by such Initiating Investor pursuant During the period starting with the date sixty (60) days prior to this Section 1.01(a)(iithe Company’s estimated date of filing of, and ending on the date six (6) during months immediately following the previous twelve effective date of, any registration statement pertaining to securities of the Company (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on other than a continuous basis pursuant to registration of securities in a transaction under Rule 415 145 promulgated under the Securities Act (“Rule 145”) or any successor provisions) (a “Shelf Registration”with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall use reasonable best efforts to maintain continuously not utilize this right more than once in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.any twenty-four (24) month period;
(iv4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or
(5) If at any time, the Shelf Registration ceases Initiating Holders may dispose of shares of Registrable Securities pursuant to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased a registration statement on Form F-3 pursuant to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentrequest made under Section 9.3 hereof.
Appears in 4 contracts
Sources: Series C Preference Shares Purchase Agreement (Home Inns & Hotels Management Inc.), Shareholders Agreement (Home Inns & Hotels Management Inc.), Shareholders Agreement (Home Inns & Hotels Management Inc.)
Request for Registration. (i) Following In case the occurrence Company shall receive from ------------------------ Holders of 50% of the IPO, subject to Section 1.08, issued or issuable Registrable Securities (the "Initiating Holders") a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration registration under the Securities Act of 1933, as amended (the "Securities Act") with respect to all or not less than a part number of shares (as adjusted for recapitalizations) of Registrable Securities, sufficient (when aggregated with the Registrable Securities held by offering of other holders who have similar registration rights who have so requested registration) so that the net proceeds of a proposed offering of such Initiating Investor on Form S-1 (or any successor form) in an amount greater than shares would be reasonably estimated to exceed $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand3,000,000, the Company will (Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other Stockholder; Holders and (Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii1:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) Prior to the earlier of (i) December 31, 1992, or (ii) six months after the effective date of the Company's first registered public offering of its stock;
(C) If the Company receives an opinion of counsel, reasonably satisfactory to a majority of the requesting Holders, to the effect that the Holders can make open market sales of the outstanding Common Stock held by them without registration, subject to the volume and manner of sale limitations contained in Rule 144 promulgated by the Securities and Exchange Commission or such similar exemption from registration requirements of the Act;
(D) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(E) After the Company has effected three (3) one such Registrations requested by such Initiating Investor registration pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.paragraph 1(a), and such registrations have been declared or ordered effective; or
(iiiF) If the Registration pursuant Company shall furnish to Section 1.01(a)(ii) is such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for an offering a registration statement to be made on filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a continuous basis pursuant period not to Rule 415 under exceed 120 days from the Securities Act date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (or any successor provisionsA) through (a “Shelf Registration”F), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 4 contracts
Sources: Subscription and Stock Purchase Agreement (Jetfax Inc), Subscription and Stock Purchase Agreement (Jetfax Inc), Subscription and Stock Purchase Agreement (Jetfax Inc)
Request for Registration. (i) Following If the occurrence of Company shall receive, at any time after one year following the IPO, subject to Section 1.08Closing, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request from the Investor that the Company to effect a Registration registration on a Form S-3 and any related qualification or compliance with respect to all or a part the Stock, then the Company shall, as expeditiously as reasonably possible, effect the registration of the Registrable Securities held by all, but not less than all, such Initiating Investor Stock on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event S-3 and all such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder; qualifications and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with Stock. The Company shall have no obligation to effect any registration of less than all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) aboveStock.
(iia) If Notwithstanding anything to the contrary in this Section 1.2, the Company shall receive from an Initiating Investornot be obligated to effect any such registration, at any time after qualification or compliance, pursuant to this Section 1.2: (i) if the Company is eligible shall furnish to register Registrable Securities on the Investor a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, such registration should be deferred due to material events directly relating to the Company, in which event the Company shall have the right to defer the filing of the Form S-3S-3 for a period of not more than 90 days after receipt of the request of the Investor under this Section 1.2 (provided, a written request however, that the Company may defer such registration only once); or (ii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(b) If Form S-3 is not available to the Company to effect a Registration with respect to all or a part the registration of the Registrable Securities held Stock as contemplated by this Section 1.2, then (i) the Company shall effect such Initiating Investor registration on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, S-1 and (Bii) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such requestevent, together with all or such portion of the Registrable Securities of the other Stockholder joining references in such request this Section 1 to Form S-3 shall be read as are specified in a written request of the other Stockholder received by the Company within fifteen references to Form S-1.
(15c) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the The Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii1.2 after the earlier to occur of the following events: (i) after the Company has effected three (3) such Registrations requested by such Initiating Investor one registration pursuant to this Section 1.01(a)(ii1.2, and such registration has been declared or ordered effective and otherwise satisfies and continues to satisfy the terms and conditions of this Section 1.2; or (ii) during the previous twelve (12) month period.
(iii) If Company has voluntarily effected the Registration registration of all of the Stock without having first received a request for such registration pursuant to this Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) 1.2 (a “Shelf "Voluntary Registration”"), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Voluntary Registration has become effective, it is interfered with by any stop order, injunction been declared or other order or requirement ordered effective and otherwise satisfies and continues to satisfy the terms and conditions of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentthis Section 1.2.
Appears in 3 contracts
Sources: Stock Purchase Agreement (High Speed Access Corp), Stock Purchase Agreement (High Speed Access Corp), Stock Purchase Agreement (High Speed Access Corp)
Request for Registration. (ia) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to receives from a Holder or Holders a written request that the Company effect a Registration registration with respect to all or a part shares of the Registrable Securities held by such Initiating Investor on Form S-1 (Holder or any successor form) in Holders having an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice aggregate price to the Company public (net of its election underwriters' discounts and commissions) of at least $500,000 or with respect to cause an S-1 Demandat least 300,000 Shares, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder; and (B) will, as soon as practicable, use its commercially reasonable efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder, of all or such portion of such the Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(iib) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000Notwithstanding Section 2(a), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect or complete any such Registration registration pursuant to this Section 1.01(a)(ii2:
(i) after During the period starting with the date ninety (90) days prior to the Company's estimated date of filing of, and ending on the date sixty (60) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided, that the Company gives notice of its intention to file such registration statement to the Holder or Holders within thirty (30) days of its request for registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; however, the Company may not delay a requested registration under this paragraph if the Company's registration statement will include no equity securities or securities convertible into equity securities and the requested registration will not be part of an underwritten public offering; or
(ii) After the Company has effected three (3) such Registrations requested by such Initiating Investor two registrations pursuant to this Section 1.01(a)(ii2; provided that any registration request that (A) during is delayed by the previous twelve Company pursuant to Section 2(b)(i) or (12B) month period.does not result in a registration being effected, will not count towards such two registration limit;
(iii) If the Registration pursuant Holder requesting registration is able to Section 1.01(a)(ii) is for an offering sell all of such Holder's shares requested to be made on a continuous basis pursuant to registered under Rule 415 144(k) of the Securities and Exchange Commission adopted under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.; or
(iv) If at any timethe Company shall furnish to the Holder or Holders requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Shelf Registration ceases Company and its stockholders for such registration statement to be effectivefiled and it is therefore essential to defer the filing of such registration statement, the Company shall file, have the right to defer such filing for a period of not later more than 30 120 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC or other governmental agency or authorityrequest of the initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period.
(c) If the registration pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the election of the Holder, the Company shall use its reasonable best efforts to prevent shall, together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the issuance Holder. Notwithstanding any other provision of any stop order suspending this Section 2, if the effectiveness managing underwriter advises the Company in writing that marketing factors require a limitation of the Shelf Registration or number of any order preventing or suspending shares to be underwritten, then the use Company shall so advise the Holder and the number of any prospectus andshares of Registrable Securities that may be included in the registration and underwriting shall be limited to such amount; provided, if any however, that in the event of such order is issuedlimitation on the number of shares to be underwritten, no securities to obtain be registered for sale by the withdrawal Company shall be included unless all shares of any Registrable Securities requested by the Holder to be included in such order at the earliest possible momentunderwriting are so included.
Appears in 3 contracts
Sources: Registration Rights Agreement (Safeguard Scientifics Inc), Registration Rights Agreement (Chromavision Medical Systems Inc), Securities Purchase Agreement (Chromavision Medical Systems Inc)
Request for Registration. If the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) Following one hundred eighty (180) days following the occurrence of the IPOCompany’s initial public offering and (ii) July 31, subject to Section 1.082016, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part such number of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in shares having an amount greater than aggregate offering price of at least $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand5,000,000, the Company will will:
(Ai) promptly within thirty (30) days of the receipt of such written request give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, the Company shall receive from an Initiating Investorbe entitled, at its election, to join in any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration such registration with respect to all securities to be offered by it or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the any other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the party. The Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii1.2:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) After the Company has effected three initiated two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii1.2(a) during (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the previous twelve (12) month period.Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses);
(iiiC) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering;
(D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or
(E) If the Registration Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities1.5 hereof.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 3 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Restoration Robotics Inc), Investors’ Rights Agreement (Restoration Robotics Inc)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from the Investor a written request that the Company effect a Registration any registration, qualification, or compliance with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to Shares the Company of its election to cause an S-1 Demand, the Company will will: (A) promptly give written notice of the proposed Registration to the other Stockholder; and (Bi) as soon as practicable, use its commercially reasonable diligent best efforts to effect all such Registration registrations, qualifications and compliances (including, without limitationlimitations, filing the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor Investor's Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within thirty days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveCompany; provided that the Company shall not be obligated to effect, or take any action to effecteffect such registration, any such Registration qualification or compliance pursuant to this Section 1.01(a)(iisubparagraph 5(c): (A) after After the Company has effected three (3) two such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(iisubparagraph 5(c) during the previous twelve and such registrations have been declared or ordered effective; or (12) month period.
(iiiB) If the Registration pursuant amount of securities being offered for sale is less than 25 percent of the Shares. Subject to Section 1.01(a)(iithe foregoing clauses (A) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”B), the Company shall use reasonable best efforts file a registration statement covering the Shares so requested to maintain continuously be registered as soon as practical, but in effectany event within ninety days, supplement and amendafter receipt of the request or requests of the Investor; provided, however, that if necessary, the Shelf Registration, as required Company shall furnish to such Investor a certificate signed by the instructions applicable President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and it stockholders for such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall filehave an additional period of not more than ninety days within which to file such registration statement. The Investor shall bear all Registration Expenses incurred in connection with any registration, not later than 30 days after such prior Shelf Registration ceased qualification and compliance by the Company pursuant to this Section 5(c). All Selling Expenses shall be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with borne by any stop order, injunction or other order or requirement the Holders of the SEC or other governmental agency or authority, securities so registered pro rata on the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness basis of the Shelf Registration or number of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momenttheir shares so registered.
Appears in 3 contracts
Sources: Warrant Purchase Agreement (Imatron Inc), Warrant Purchase Agreement (Imatron Inc), Warrant Purchase Agreement (Imatron Inc)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part shares of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in with an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice expected aggregate offering price to the Company public of its election to cause an S-1 Demandat least $25,000,000, the Company will (A1) promptly within ten days of the receipt by the Company of such notice, give written notice of the proposed Registration registration, qualification or compliance to the all other Stockholder; Holders and (B2) as soon as practicable, use its commercially reasonable best efforts to effect as soon as practicable (but in any event within 120 days after receipt of the request of the Initiating Holders) such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii2.2(a):
(i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) Prior to the earlier of three (3) years following the date of this Agreement or six months after the effective date of the Company’s first registered public offering of its securities;
(iii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and the Company delivers notice of such intent to the Initiating Holders within 15 days of the registration request;
(iv) After the Company has effected three (3) such Registrations requested by such Initiating Investor two registrations pursuant to this Section 1.01(a)(ii2.2(a), which registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; or
(v) during If the previous twelve (12) Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.2 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve-month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (CareDx, Inc.), Investors’ Rights Agreement (CareDx, Inc.), Investors’ Rights Agreement (CareDx, Inc.)
Request for Registration. (i) Following If, at any time prior to the occurrence of the IPOExpiration ------------------------ Date, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause any 25% Holders request that the Company to effect file a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder; and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued registration statement under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 1.01(a)(ii) after the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, practicable thereafter the Company shall use its reasonable best efforts to prevent file a registration statement with respect to all Warrant Shares that it has been so requested to include and obtain the issuance effectiveness thereof, and to take all other action necessary under federal or state law or regulation to permit the Warrant Shares that are held and/or that may be acquired upon the exercise of the Warrants specified in the notices of the Holders or holders hereof to be sold or otherwise disposed of, and the Company shall maintain such compliance with each such federal and state law and regulation for the period necessary for such Holders or Holders to effect the proposed sale or other disposition; provided, however, the Company shall be entitled to defer such registration for a period of up to 60 days if and to the extent that its Board of Directors shall in good faith determine that such registration would require disclosure of information not otherwise then required to be disclosed and that such disclosure would adversely affect any material business situation, transaction or negotiation then proposed, contemplated or being engaged in by the Company. The Company shall also promptly give written notice to the Holders and the holders of any stop order suspending other Warrants and/or the effectiveness holders of any Warrant Shares who or that have not made a request to the Company pursuant to the provisions of this Section 6.2(a) of its intention to effect any required registration or qualification, and shall use its best efforts to effect as expeditiously as possible such registration or qualification of all such other Warrant Shares that are then held and/or that may be acquired upon the exercise of the Shelf Registration Warrants, the Holder or holders of any order preventing which have requested such registration or suspending qualification, within 15 days after such notice has been given by the use of any prospectus andCompany, if any such order is issued, as provided in the preceding sentence. The Company shall be required to obtain the withdrawal of any such order at the earliest possible momenteffect a registration or qualification pursuant to this Section 6.2(a) on one occasion only.
Appears in 3 contracts
Sources: Co Branded Services Agreement (Netplex Group Inc), Warrant Agreement (Netplex Group Inc), Warrant Agreement (Netplex Group Inc)
Request for Registration. (i) Following If, at any time after the occurrence of the IPORegistration Withdrawal Date, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company is not eligible to effect a Registration with respect to registration on Form S-3 and the Company shall, during such period that it is not so eligible, receive a written request from the Holders that the Company file a registration statement under the Securities Act covering the registration of all or a part portion of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to then outstanding, then the Company shall: within five days of its election to cause an S-1 Demandthe receipt thereof, the Company will (A) promptly give written notice of the proposed Registration registration, and any related blue sky or similar qualification or compliance, to the all other StockholderHolders; and (B) cause, as soon as reasonably practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified to be registered for offering and sale and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of the any other Stockholder Holders joining in such request as are specified in a written request given within twenty days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveCompany; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance, pursuant to this Section 1.01(a)(ii) after section 2.4: if the Holders propose to sell Registrable Securities at an aggregate price to the public of less than $1,000,000; if the Company has has, within the twelve month period preceding the date of such request, already effected three two registrations for the Holders pursuant to section 2.3 or this section 2.4; and in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Holders initiating the registration request hereunder (3"Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to section 2.4(a) and the Company shall include such Registrations requested information in the written notice referred to in section 2.4(a). The underwriter will be selected by a majority in interest (as determined by the number of Registrable Securities held) of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his, her or its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Investor Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in section 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this section 2.4, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.01(a)(ii) during section 2.4, a certificate signed by the previous twelve (12) month period.
(iii) If Chief Executive Officer of the Registration pursuant Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to Section 1.01(a)(ii) is the Company and its stockholders for an offering such registration statement to be made on a continuous basis pursuant filed and it is therefore essential to Rule 415 under defer the Securities Act (or any successor provisions) (a “Shelf Registration”)filing of such registration statement, the Company shall use reasonable best efforts have the right to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable defer taking action with respect to such registration form or by filing for a period of not more than ninety days after receipt of the Securities Actrequest of the Initiating Holders; provided that the Company may not utilize this right, until there are no remaining Registrable Securities.
(ivtogether with its right under section 2.3(b)(iii) If at more than once in any timetwelve month period; provided further, the Shelf Registration ceases to be effective, that the Company shall file, not later than 30 days after register shares for its own account during such prior Shelf Registration ceased ninety day period unless the Holder can exercise its right to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement request the registration of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentRegistrable Securities under section 2.2.
Appears in 3 contracts
Sources: Investors' Rights Agreement (Westcliff Capital Management LLC/Ca), Investors' Rights Agreement (Westcliff Capital Management LLC/Ca), Investors' Rights Agreement (Westcliff Capital Management LLC/Ca)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; Provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii1.5:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) Prior to six (6) months after the Closing Date;
(C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(D) Unless the aggregate number of shares of Registrable Securities sought to be registered by all Initiating Holders and other Holders pursuant to this Section 1.5 is greater than one (1) million shares;
(E) After the Company has effected three one (31) such Registrations requested by such Initiating Investor registration pursuant to this subparagraph 1.5(a), and such registration has been declared or ordered effective; or
(F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.01(a)(ii) during 1.5 shall be deferred for a period not to exceed 120 days from the previous date of receipt of written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period.
. Subject to the foregoing clauses (iiiA) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”F), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or Initiating Holders, but in any event within 120 days of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentrequest.
Appears in 3 contracts
Sources: Registration Rights Agreement (Euphonix Inc \Ca\), Registration Rights Agreement (Euphonix Inc \Ca\), Registration Rights Agreement (Euphonix Inc \Ca\)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to shall receive ------------------------ from the Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) with an anticipated aggregate offering price before deduction of underwriting discounts and commissions, in an amount greater than excess of $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand5,000,000, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect all such Registration registrations, qualifications and compliances (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveCompany; provided that the Company shall not be obligated to effect, or take any action to effecteffect such registration, any such Registration qualification or compliance pursuant to this Section 1.01(a)(iisubsection 1.2:
(A) in any particular jurisdiction in which the Company would be required to execute a general qualification or compliance unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act; or
(B) after the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(iisubsection 1.2(a) during and such registrations have been declared or ordered effective. Subject to the previous twelve foregoing clauses (12A) month period.
and (iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”B), the Company shall use reasonable best efforts file a registration statement covering the Registrable Securities so requested to maintain continuously be registered as soon as practical, but in effectany event within ninety (90) days, supplement and amendafter receipt of the request or requests of the Initiating Holders; provided, however, that if necessary, the Shelf Registration, as required Company shall furnish to such holders a certificate signed by the instructions applicable President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall file, have an additional period of not later more than 30 ninety (90) days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement the expiration of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts initial ninety (90) day period within which to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any file such order is issued, to obtain the withdrawal of any such order at the earliest possible momentregistration statement.
Appears in 3 contracts
Sources: Rights Agreement (Iprint Com Inc), Rights Agreement (Information Technology Ventures Lp/Ca), Rights Agreement (Iprint Com Inc)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 with an anticipated aggregate offering price before deduction of standard underwriting discounts and commissions, in excess of Five Million Dollars (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”5,000,000). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect all such Registration registrations, qualifications and compliances (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Initiating Holders’ Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effecteffect such registration, any such Registration qualification or compliance pursuant to this Section 1.01(a)(iisubsection 1.2:
(A) at any time prior to six (6) months following the Merger Closing Date;
(B) in any particular jurisdiction in which the Company would be required to execute a general qualification or compliance unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act; or
(C) after the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(iisubsection 1.2(a) during and such registrations have been declared or ordered effective. Subject to the previous foregoing clauses (A) through (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its stockholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than sixty (60) days after the expiration of the initial ninety (90) day period within which to file such registration statement; provided, that the Company may not use this right more than once in any twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the . The Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause such registration statement to become remain effective a new Shelf Registration as soon as practicablefor at least one hundred twenty (120) days, or until the distribution described in the registration statement has been completed, whichever occurs first. IfIn the event the Company does not perform its obligations set forth in the preceding sentence, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement then such registration shall not be deemed effected for the purposes of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentlimitations set forth in Section 1.2(a)(ii)(C).
Appears in 3 contracts
Sources: Rights Agreement (KKR Zt LLC), Rights Agreement (Ejabat Morteza), Rights Agreement (Zhone Technologies Inc)
Request for Registration. Any time following the Company’s IPO, if the Company shall receive from Initiating Holders a written request that the Company effect any registration on Form S-1 or any comparable or successor form under the Securities Act, the Company will:
(i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give deliver written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by delivered to the Company within fifteen twenty (1520) Business Days days after delivery of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.3:
(A) After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective;
(B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is given under Section 1.01(a)(i)(A) above.actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith in a certificate signed by the President of the Company;
(iiC) In any particular jurisdiction in which the Company would be required to qualify to do business, execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, or to submit to liabilities for state or local taxes; or
(D) If in the good faith judgment of the Board, such registration would be materially detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use best efforts to register under this Section 1.3 shall be deferred for a period not to exceed one hundred twenty (120) days from the delivery of the written request from the Initiating Holders and not more than once per twelve (12) month period; or
(E) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible Holders propose to register dispose of Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on may be registered in Form S-3 in an amount greater than five million dollars pursuant to Section 1.4 hereof. Subject to the foregoing clauses ($5,000,000A) through (E), the Company will (A) promptly give written notice of shall file a registration statement covering the proposed Registration Registrable Securities so requested to the other Stockholder, and (B) be registered as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky practicable after receipt of the request or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities requests of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveHolders; provided that the Company shall not be obligated required to effect, or take any action to effect, any such Registration effect more than two (2) registrations pursuant to this Section 1.01(a)(ii) after the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) 1.3 during the previous any twelve (12) month period.
(iii) If the Registration . The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1.3(c) and Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”)1.2 hereof, include other securities of the Company shall use reasonable best efforts with respect to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such which registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effectiverights have been granted, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement may include securities being sold for the account of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentCompany.
Appears in 2 contracts
Sources: Investor Rights Agreement (Tetralogic Pharmaceuticals Corp), Investor Rights Agreement (Tetralogic Pharmaceuticals Corp)
Request for Registration. Unless this Warrant is exercised pursuant to Section 1.1(b) hereof, if, at any time prior to the fifth anniversary of the date hereof, Holders holding the greater of (i) Following the occurrence at least twenty-five percent (25%) of the IPOcombined total of Warrant Shares issuable and Warrant Shares outstanding pursuant to the Second Warrant and any prior or subsequent warrant issued by Diamond to S3 or (ii) one hundred percent (100%) of such shares issued or issuable pursuant to the First Warrant, subject to Section 1.08, a Stockholder (in at such capacity, an “Initiating Investor”) may elect to cause time request that the Company file a registration statement on Form S-3 (or Form S-1 if Form S-3 is not then available to effect the Company) under the Securities Act, as soon as practicable thereafter the Company shall use its commercially reasonable efforts to file a Registration registration statement with respect to all or a part Warrant Shares that it has been so requested to include (so long as such Warrant Shares represent the greater of the Registrable Securities amount set forth in clause (i) or clause (ii) above)(the "Demand Registration") and obtain the effectiveness thereof, and to take all other action necessary under any federal or state law or regulation to permit the Warrant Shares that are held by such Initiating Investor on Form S-1 (and/or that may be acquired upon the exercise of the Warrants specified in the notices of the Holders or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice holders thereof to be sold or otherwise disposed of, and the Company of its election shall maintain such compliance with each such federal and state law and regulation for the period necessary for such Holders or holders to cause an S-1 Demandeffect the proposed sale or other disposition, which period shall be not less than thirty (30) days; provided, however, the Company will shall be entitled to defer such registration for a period of up to forty-five (A45) days if and to the extent that its Board of Directors shall determine that such registration would interfere with a pending corporate transaction. The Company shall also promptly give written notice of the proposed Registration to the Holders and the holders of any other Stockholder; Warrants and/or the holders of any Warrant Shares who or that have not made a request to the Company pursuant to the provisions of this Section 2.2(a) of its intention to effect any required registration or qualification, and (B) as soon as practicable, shall use its commercially reasonable efforts to effect as expeditiously as possible such Registration (including, without limitation, filing post-effective amendments, appropriate registration or qualification under applicable blue sky or of all such other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as Warrant Shares that are then held and/or that may be so requested and as would permit or facilitate acquired upon the sale and distribution of all or such portion of such Registrable Securities exercise of the Initiating Investor as are specified in Warrants, the Holder or holders of which have requested such request, together with all registration or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company qualification within fifteen (15) Business Days days after written such notice from has been given by the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company. The Company shall receive from an Initiating Investor, at any time after the Company is eligible be required to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all registration or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 1.01(a)(ii2.2(a) after the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act total of one (or any successor provisions1) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securitiesoccasion.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Warrant Agreement (Diamond Multimedia Systems Inc), Warrant Agreement (S3 Inc)
Request for Registration. If at any time after the earlier of (i) Following three (3) years after the occurrence date of this Agreement, or (ii) one hundred eighty (180) days following the closing date of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause first registration statement filed by the Company covering an underwritten offering of any of its securities to effect a Registration with respect to all the general public, the Company shall receive from any Holder or a part group of Holders holding at least sixty-six and two-thirds percent (662/3%) in interest of the Registrable Securities held by such (the "Initiating Investor on Form S-1 (or Holders") a written request that the Company effect any successor form) in registration with respect to Registrable Securities having an amount greater aggregate offering price of not less than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand5,000,000, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration subject to the other Stockholderterms and conditions of this Section 5; Provided, and (B) as soon as practicablehowever, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration pursuant to this Section 1.01(a)(ii5:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii) during 5(a), which registrations have been declared or ordered effective, and pursuant to which the previous twelve (12) month period.securities offered have been sold;
(iiiC) During the one hundred eighty (180) day period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date immediately following the effective date of any Company-initiated registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); or
(D) If the Registration pursuant Company delivers notice to Section 1.01(a)(iithe Holders of Registrable Securities within thirty (30) is days of any such request for an registration of the Company's intent to file a registration statement for its initial public offering within ninety (90) days from the date of such registration request. Subject to be made on a continuous basis pursuant to Rule 415 under the Securities Act foregoing clauses (or any successor provisionsA), (B), (C) and (a “Shelf Registration”D), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effectiveregistered as soon as practicable after receipt of the request or requests of the Initiating Holders. If, however, the Company shall filefurnish to the Initiating Holders a certificate signed by the President of the Company stating that, not later than 30 days after in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such prior Shelf Registration ceased registration statement to be effective, filed and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement therefore essential to defer the filing of the SEC or other governmental agency or authoritysuch registration statement, the Company shall use its reasonable best efforts have the right to prevent the issuance defer such filing for a period of any stop order suspending the effectiveness not more than ninety (90) days after receipt of the Shelf Registration or request of the Initiating Holders, provided, however, that the Company may not utilize this right more than once in any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momenttwelve-month period.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Convio, Inc.), Investors' Rights Agreement (Convio, Inc.)
Request for Registration. (i) Following Beginning on the occurrence date which is -------------------------- immediately after the third anniversary of the IPOdate of this Agreement, subject to Section 1.08Initiating Holders may request registration in accordance with this Article 3; provided, a Stockholder (in that such capacity, an “Initiating Investor”) may elect to cause registration covers Registrable Securities representing 25% of the Company to effect a Registration with respect to all or a part then total amount of the Registrable Securities held Securities; and further provided that OCP II and OCP III shall have the right to join in such request by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”)Holders. In the event such Initiating Investor provides notice to the Company shall receive from any one or more of its election the Initiating Holders a written request that the Company effect any such registration, qualification or compliance with respect to cause an S-1 DemandRegistrable Securities, the Company will will:
(Aa) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bb) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance as soon as practicable (including, without limitation, filing undertaking to file post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act, and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 15 days after the receipt of the written notice from the Company is given under described in Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor3.1(a); provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any -------- ------- action to effect, effect any such Registration pursuant registration, qualification or compliance Pursuant to this Section 1.01(a)(iiArticle 3:
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act ;
(ii) within one hundred and eighty (180) days immediately following the effective date of any registration statement pertaining to a firm commitment underwritten offering of securities of the Company for its own account;
(iii) after the Company has effected three (3) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii) Article 3, each such registration has been declared or ordered effective, and the Registrable Securities offered pursuant to each such registration have been sold, or if the Company has effected any requested registration pursuant to this Agreement during the previous twelve (12) six-month period;
(iv) if the Company, within ten (10) days of the receipt of the request of the Holder or Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an offering solely to employees).
(iiic) If Subject to the Registration pursuant to Section 1.01(a)(iiforegoing clauses (i) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”iv), the Company shall use reasonable best efforts file a registration statement covering the Registrable Securities so requested to maintain continuously in effect, supplement be registered as soon as practicable after receipt of the request of the Initiating Holders and amend, if necessary, provide notice to the Shelf Registration, other Holders as required by Section 3.1(a); provided, however, that if the instructions applicable Company shall furnish to such registration form or -------- ------- Holders a certificate signed by the Securities ActChairman or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, until there are no remaining Registrable Securities.
(iv) If at any time, it would be detrimental to the Shelf Registration ceases Company and its stockholders for such registration statement to be effectivefiled, the Company shall file, have the right to defer such filing for a period of not later more than 30 180 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC or other governmental agency or authorityrequest of the Initiating Holders; provided, further, that the Company shall use its reasonable best efforts not be -------- ------- permitted to prevent the issuance of exercise such deferral right under this Section 3.1(c) more than once in any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment365-day period.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pointe Communications Corp), Registration Rights Agreement (Telscape International Inc)
Request for Registration. (i) Following If at any time after the occurrence of date hereof one or more Holders who in the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part aggregate hold at least 25% of the Registrable Securities held by such Initiating Investor on Form S-1 submits a written request (or any successor forma "Demand Notice") in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, that the Company will register Registrable Securities under and in accordance with the Securities Act (Aa "Demand Registration"), then the Company shall:
(i) promptly within five days after receipt of such Demand Notice, give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable diligent efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holders joining in such request as are specified in a written request of such other Stockholder requests received by the Company within fifteen (15) Business Days 20 days after the date the Company mails the written notice from the Company is given under Section 1.01(a)(i)(Areferred to in clause (i) above.
(ii) If . Notwithstanding the foregoing, if the Company shall receive from an Initiating Investor, at any time after furnish to the Holders a certificate signed by the president of the Company is eligible stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to register Registrable Securities on Form S-3, a written request that the Company effect or its stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing or delay its effectiveness for a reasonable period not to exceed 90 days provided that such right shall not be exercised more than once with respect to all or a part request for registration hereunder during any period of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the twelve consecutive months. The Company will (A) promptly give written notice of pay all Registration Expenses in connection with such withdrawn request for registration. Notwithstanding the proposed Registration to the other Stockholderforegoing, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated required to effecteffect any registration (i) requested within less than 120 days after the filing of another registration filed by the Company in which all of the Registrable Securities requested to be included in such registration by participating Holders were so included; or, or take any action to effect(ii)(A) if Perseus has not exercised the Perseus Option in full, any such Registration after the Company has filed and effected one registration pursuant to this Section 1.01(a)(ii2 in which all of the Registrable Securities requested to be included in such registration by participating Holders were so included and such registration has been declared or ordered effective; (B) if Perseus has exercised the Perseus Option in full, after the Company has filed and effected three (3) such Registrations requested by such Initiating Investor two registrations pursuant to this Section 1.01(a)(ii2 in which all of the Registrable Securities requested to be included in each such registration by participating Holders were so included and each such registration has been declared or ordered effective; or (C) during if Perseus has exercised the previous twelve (12) month period.
(iii) If Perseus Option in part but less than in full, after the Registration Company has filed and effected two registrations pursuant to this Section 1.01(a)(ii) is for an offering 2 in which all of the Registrable Securities requested to be made on a continuous basis included in each such registration by participating Holders were so included and each such registration has been declared or ordered effective; provided, however, that in the case of the second registration filed and effected pursuant to Rule 415 under the Securities Act this subclause (or any successor provisions) (a “Shelf Registration”C), the Company shall use reasonable best efforts be required to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable register only those Registrable Securities acquired pursuant to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement partial exercise of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentPerseus Option.
Appears in 2 contracts
Sources: Registration Rights Agreement (Imageware Systems Inc), Registration Rights Agreement (Imageware Systems Inc)
Request for Registration. At any time, each Holder may make a written request per 12-month period (ispecifying the intended method of disposition) Following for registration under the occurrence Securities Act (each, a "Demand Registration") of all or part of such Holder's Registrable Securities (but such part, together with the number of securities requested by other Holders to be included in such Demand Registration pursuant to this Section 2.1, shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock of the IPOCompany) of at least $10,000,000). Notwithstanding the foregoing, subject the Company shall not be required to Section 1.08file any registration statement on behalf of any Holder within six months after the effective date of any earlier registration statement so long as the Holder requesting the Demand Registration was given a notice offering it the opportunity to sell Registrable Securities under the earlier registration statement and such Holder did not request that all of its Registrable Securities be included; provided, however, that if a Stockholder Holder requested that all of its Registrable Securities be included in the earlier registration statement but not all were so included through no fault of the Holder, such Holder may, but shall not be obligated to, require the Company to file another registration statement pursuant to a Demand Registration (subject, in the event of a Demand Registration for less than all such remaining Registrable Securities, to the same $10,000,000 limitation set forth above) exercised by such Holder within six months of the effective date of such earlier registration statement. Within ten days after receipt of a request for a Demand Registration, the Company shall give written notice (the "Notice") of such request to all other Holders and shall include in such capacityregistration all Registrable Securities that the Company has received written requests for inclusion therein within 15 days after the Notice is given (the "Requested Securities"). Thereafter, an “Initiating Investor”) the Company may elect to cause include in such registration additional Shares to be issued by the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”)Company. In such event for purposes only of Section 2.3 (other than the event such Initiating Investor provides notice to the Company first sentence thereof) and not for purposes of its election to cause an S-1 Demand, the Company will (A) promptly give written notice of the proposed Registration to the any other Stockholder; and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration provision or Section hereof (including, without limitation, filing post-effective amendmentsSection 3), appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations (a) such shares to be issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen in connection with a Demand Registration shall be deemed to be Registrable Securities and (15b) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible be deemed to register Registrable Securities on Form S-3, be a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration Holder thereof. All requests made pursuant to this Section 1.01(a)(ii) after 2.1 shall specify the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering aggregate number of Registrable Securities to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securitiesregistered.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Registration Rights Agreement (Simon Property Group Inc /De/), Registration Rights Agreement (Simon Property Group Inc /De/)
Request for Registration. At any time after February 18, 2006 (i) Following such date being hereinafter referred to as the occurrence of the IPO"Demand Date"), subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause if the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will will:
(Aa) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bb) as soon as practicable, use its commercially all reasonable efforts to effect such Registration registration (including, without limitation, filing post-the execution of an undertaking to file post- effective amendments, appropriate qualification under applicable the blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2:
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(ii) less than ninety (90) calendar days after the effective date of any registration declared or ordered effective other than a registration on Form S-3 or Form S-8;
(iii) if, while a registration request is pending pursuant to this Section 2, the Company has effected determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such Registrations requested by material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such Initiating Investor good faith determination; provided, however, that the Company shall not utilize the right under this Section 2.1(a)(iii) more than once in any twelve month period; or
(iv) except as set forth in Section 2.5, after the second such registration pursuant to this Section 1.01(a)(ii) during 2.1 has been declared or ordered effective. Subject to the previous twelve foregoing clauses (12) month period.
i), (ii), (iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act and (or any successor provisions) (a “Shelf Registration”iv), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 2 contracts
Sources: Registration Rights Agreement (Front Porch Digital Inc), Registration Rights Agreement (Front Porch Digital Inc)
Request for Registration. Any time following the Company’s IPO, if the Company shall receive from Initiating Holders a written request that the Company effect any registration on Form S-1 or any comparable or successor form under the Securities Act, the Company will:
(i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give deliver written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by delivered to the Company within fifteen twenty (1520) Business Days days after delivery of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration pursuant to this Section 1.01(a)(ii1.3:
(A) after After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.1.3, such registrations have been declared or ordered effective;
(iiiB) If During the Registration pursuant period starting with the date sixty (60) days prior to Section 1.01(a)(ii) is for an offering to be made the Company’s estimated date of filing of, and ending on a continuous basis pursuant to Rule 415 under date one hundred eighty (180) days after the Securities Act (or any successor provisions) (effective date of, a “Shelf Registration”), registration initiated by the Company; provided that the Company shall use is actively employing in good faith all reasonable best efforts to maintain continuously cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in effect, supplement and amend, if necessary, the Shelf Registration, as required good faith in a certificate signed by the instructions applicable President of the Company;
(C) In any particular jurisdiction in which the Company would be required to qualify to do business, execute a general consent to service of process in effecting such registration form or unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, until there are no remaining Registrable Securities.or to submit to liabilities for state or local taxes; or
(ivD) If in the good faith judgment of the Board, such registration would be materially detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at any such time, and the Shelf Registration ceases Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be effectivefiled in the near future, then the Company shall file, not later than 30 days after such prior Shelf Registration ceased Company’s obligation to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.register under this
Appears in 2 contracts
Sources: Investor Rights Agreement (Tetralogic Pharmaceuticals Corp), Investor Rights Agreement (Tetralogic Pharmaceuticals Corp)
Request for Registration. (i) Following If the occurrence Company shall receive from Initiating Holders, at any time or times not earlier than three months and not later than nine months after the end of a fiscal year of the IPO, subject to Section 1.08Company, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by such shares of the Common Stock issuable upon exchange of the Shares of any one or more of the Initiating Investor on Form S-1 (or any successor form) in an amount greater Holders having a Market Value of not less than $25 million dollars (an “S-1 Demand”). In 2,000,000 on the event business day preceding the date of such Initiating Investor provides notice to the Company of its election to cause an S-1 Demandwritten request, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable diligent best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities shares of the Initiating Investor Common Stock as are specified in such request, together with all or such portion of the Registrable Securities shares of the other Stockholder common stock of any Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after mailing of such other Stockholder received written notice by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveCompany; provided that the Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii3:
(A) after In any particular jurisdiction in which the Company has effected three would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or
(3B) such Registrations requested by such Initiating Investor More than two times pursuant to this Section 1.01(a)(ii) during the previous twelve (12) requests hereunder in any consecutive 12 month period.; or
(iiiC) Within 120 days of the effectiveness of a registration statement filed by the Company pursuant to which the Holders were entitled to register all or part of the shares of the Common Stock issuable upon exchange of their Shares; or
(D) If the Registration Company informs the Initiating Holders that the Company intends to file a registration statement within 30 days of the written request from the Initiating Holders pursuant to Section 1.01(a)(iiwhich the Holders will have the right to register all or part of the shares of the Common Stock issuable upon exchange of their shares. Subject to the foregoing clauses (A), (B), (C) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act and (or any successor provisions) (a “Shelf Registration”D), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering shares of the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases Common Stock so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holder may, subject to the provisions of Section 3(b) below, include other governmental agency or authority, securities of the Company shall use its reasonable best efforts to prevent which are being sold by the issuance of any stop order suspending the effectiveness Company or which are held by officers or directors of the Shelf Registration Company (other than the Holders) or which are held by persons who, by virtue of any order preventing or suspending agreements with the use of any prospectus andCompany, if are entitled to include their securities in any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentregistration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pulitzer Inc Voting Tr Under Agreement Dated March 18 1999), Registration Rights Agreement (Pulitzer Inc)
Request for Registration. (i) Following If the occurrence Company shall receive from the Initiating Holders, at any time after the one-year anniversary of the IPO, subject to Section 1.08Effective Date, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company effect any registration with respect to effect a Registration any of the then outstanding Registrable Securities which would result in an aggregate offering of at least $5,000,000 (or any lesser aggregate offering if such request for registration is with respect to all or a part of the Registrable Securities held by of such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”Holder under this Agreement). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will will:
(Aa) promptly within 10 days of such request, give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bb) as soon as practicable, and in any event with 60 days of such request, file with the SEC and thereafter use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing post-the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holders joining in such request as are specified in a written request of such other Stockholder received by delivered to the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveCompany; provided that the Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii3:
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) after the Company has effected three (3) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii3.1 and such registrations have been declared or ordered effective and the sales of such Registrable Securities have closed; provided, however, that if the effectiveness of any such registration is not maintained for a period of at least ninety (90) during days (or any lesser period of time in the previous twelve event the distribution contemplated by the registration is fully completed), then such registration shall not be counted as a registration for the purposes of this clause (12) month period.ii);
(iii) If during the Registration pursuant period starting with the date fifty-five (55) calendar days prior to Section 1.01(a)(ii) is for an offering to be made the Company's good faith estimate of the date of filing of, and ending on a continuous basis pursuant date one-hundred-fifty (150) calendar days after the effective date of, any registration statement pertaining to Rule 415 under a public offering of securities for the Securities Act (or any successor provisions) (a “Shelf Registration”), Company's account; provided that the Company shall use reasonable best efforts to maintain continuously is actively employing in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use good faith its reasonable best efforts to cause such registration statement to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become be effective, it is interfered ; or
(iv) during the period starting with by any stop order, injunction or other order or requirement the date six (6) months prior to the Company's good faith estimate of the SEC effective date of, and ending on a date six (6) months after the effective date of, any registration statement pertaining to a public offering of securities for the account of any stockholder requesting registration pursuant Section 7.2(a) of the Series C Agreement or other governmental agency or authority, pursuant to Section 2 of the 1997 Rights Agreement; provided that the Company shall use is actively employing in good faith its reasonable best efforts to prevent cause such registration statement to be effective and provided further that if the issuance of any stop order suspending the effectiveness Company has begun to effect a registration pursuant to this Section 3 and receives a request for registration from a stockholder pursuant Section 7.2(a) of the Shelf Registration Series C Agreement or pursuant to Section 2 of the 1997 Rights Agreement, then the Company shall immediately inform the Holders and cease and have no further obligation to take any order preventing action to effect the registration begun pursuant to Section 3.1. Subject to the foregoing clauses (i) through (iv), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or suspending requests of the use Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company (a "President's Certificate") stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any prospectus andtwelve-month period) for a period that the Board of Directors of the Company in its good faith judgment deems reasonably necessary but in no event shall such period be more than one-hundred-eighty (180) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders may, if subject to the provisions of Section 3.2 below, include other securities of the Company that are held by officers or directors of the Company or that are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentregistration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Introgen Therapeutics Inc), Registration Rights Agreement (Rhone Poulenc Rorer Inc)
Request for Registration. In case the Company shall receive from the Majority Holders, after the Expiration Date and at such time as no Registration Statement covering the Registrable Securities shall have been filed with the Commission or shall remain in effect, a written request (the "Demand") that the Company effect a registration under the Securities Act of Registrable Securities then outstanding, with a market value of at least $500,000 (based on the Sale Price of the Common Stock for the ten trading days prior to the date of the Demand), in accordance with this SECTION 2.2, the Company will:
(i) Following the occurrence promptly, and in no event more than twenty (20) days after receipt of the IPOsuch written request, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holders joining in such request each as are specified in a written request (which request shall specify the number of Registrable Securities proposed to be included in such other Stockholder registration) received by the Company within fifteen (15) Business Days 15 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; PROVIDED, at any time after the Company is eligible to register Registrable Securities on Form S-3HOWEVER, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this SECTION 2.2:
(A) After the Company has effected two such registrations at the request of the Holders pursuant to this SECTION 2.2(a) within any twelve (12) month period;
(B) During any period in which any Company-initiated registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), pursuant to which Securities of the Company are to be or were sold, has been filed and not withdrawn or has been declared effective within the prior 90 days, provided that the Company is actively employing its best efforts to cause such other registration statement to become effective (and provided, further, that the Company cannot pursuant to this Section 1.01(a)(ii2.2(a)(ii)(B) after delay implementation of a demand for registration more than once in any twelve (12) month period); or
(C) If the Company has shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company or its stockholders for a Registration Statement to be effected three at such time, then the Company's obligation to use its best efforts to register, qualify or comply under this SECTION 2.2 shall be deferred once (3with respect to any demand for registration hereunder) such Registrations requested by such Initiating Investor for a period not to exceed ninety (90) days from the date of receipt of written request from the Majority Holders, provided that the Company cannot pursuant to this Section 1.01(a)(ii2.2(a)(ii)(C) during the previous delay implementation of a demand for registration more than once in any twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Note Purchase Agreement (Serviceware Technologies Inc/ Pa), Registration Rights Agreement (Serviceware Technologies Inc/ Pa)
Request for Registration. If the Company shall receive from an eToys Initiating Holder or a Wyndcrest Initiating Holder (i) Following the occurrence of the IPO, subject to Section 1.083(a)(i) hereof), at any time, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the eToys Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandWyndcrest Registrable Securities, as applicable, the Company will will:
(A1) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(B2) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification and other compliance under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and take such further actions (including, without limitation, undertaking a “road show” and other customary marketing efforts) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen ten (1510) Business Days business days after written notice from the Company is given under Section 1.01(a)(i)(A2(a)(i)(1) above.
(ii, subject to Section 3(a)(i) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) abovehereof; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2(a):
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration (or related state-law qualification or other compliance), unless the Company is already (or is required to be) subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(B) After the Company has effected (x) with respect to the eToys Holders, three (3) such Registrations requested by registrations at the request of the eToys Holders or (y) with respect to the Wyndcrest Holders, two (2) such Initiating Investor registrations at the request of the Wyndcrest Holders, in each case, pursuant to this Section 1.01(a)(ii) during 2(a), and such registrations have been declared or ordered effective and the previous twelve (12) month period.sales of the Registrable Securities included in such registration shall have closed;
(iiiC) If the Registration Registrable Securities requested by all Holders to be registered pursuant to Section 1.01(a)(iisuch request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) is for an offering of not less than $2,000,000; provided, however, that the foregoing limitation shall not apply to be made the last registration effected by the Company at the request of each of the eToys Holders or the Wyndcrest Holders;
(D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a continuous basis pursuant to registration of securities in a Rule 415 145 transaction under the Securities Act (or any successor provisions) (a “Shelf Registration”with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other such registration statement is not made within that period, and the Company may only exercise this right once in any twelve (12)-month period; and, provided further, that the Company shall use reasonable best efforts to maintain continuously not register any securities for the account of any other stockholder of the Company (other than a registration of securities in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by a Rule 145 transaction under the Securities Act, until there are no remaining Registrable Securities.Act or with respect to an employee benefit plan) during such sixty (60) day period; or
(ivE) If at any time, the Shelf Registration ceases to be effective, the Company shall filefurnish to the eToys Initiating Holders or the Wyndcrest Initiating Holders, not later than 30 days after such prior Shelf Registration ceased as applicable, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for a registration statement to be effectivefiled in the near future, and because such action would (i) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (ii) require premature disclosure of material information that the Company has a bona fide business purpose for treating as confidential or (iii) render the Company unable to comply with requirements under the Securities Act or the Exchange Act, then the Company’s obligation to use its reasonable best efforts to cause comply with this Section 2(a) shall be deferred for a period not to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement exceed sixty (60) days from the date of its receipt of the SEC or other governmental agency or authoritywritten request from such Holders; provided, however, that the Company shall use its reasonable best efforts not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to prevent this Section 2(a)(i) may, subject to the issuance provisions of any stop order suspending the effectiveness Section 2(a)(ii) below, include other securities of the Shelf Registration Company which are held by Persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in any such registration (“Other Stockholders”). In the event any Initiating Holder requests a registration pursuant to this Section 2(a)(i) in connection with a distribution of Registrable Securities to its partners or of any order preventing members, the registration shall provide for the resale by such partners or suspending the use of any prospectus andmembers, if any requested by such order is issuedInitiating Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to obtain the withdrawal any transferee of any such order at the earliest possible momentRegistrable Securities (who shall be bound by all obligations of this Agreement).
Appears in 2 contracts
Sources: Registration Rights Agreement (D. E. Shaw Laminar Acquisition Holdings 3, L.L.C.), Registration Rights Agreement (Babyuniverse, Inc.)
Request for Registration. If the Company shall receive from the Initiating Holders at any time not earlier than the earlier of (i) Following three (3) years after the occurrence Original Date or (ii) one (1) year after the effective date of the IPO, subject first registration statement filed by the Company covering an underwritten offering of any of its securities to Section 1.08the general public, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to the lesser of at least twenty-five percent (25%) of the Registrable Securities or all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in having an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice aggregate offering price, net of underwriting discounts and expenses related to the Company of its election issuance, exceeding Five Million Dollars ($5,000,000) (as adjusted for any stock dividends, combinations or splits with respect to cause an S-1 Demandsuch shares), then the Company will will:
(Ai) promptly within ten (10) days after its receipt thereof, give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the effective. The Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii1.2:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) After the Company has effected three (3) initiated one such Registrations requested by such Initiating Investor registration pursuant to this Section 1.01(a)(ii1.2(a) during counting for these purposes only (i) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (ii) registrations which have been withdrawn by the previous twelve (12) month period.Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof;
(iiiC) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date sixty (60) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(D) If the Registration Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.01(a)(ii1.5 hereof;
(E) is for an If the Initiating Holders do not request that such offering be firmly underwritten by underwriters of nationally recognized standing selected by the Initiating Holders (subject to the consent of the Company, which consent shall not be made on a continuous basis pursuant to Rule 415 under the Securities Act unreasonably withheld);
(or any successor provisionsF) (a “Shelf Registration”), If the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there Initiating Holders are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, unable to obtain the withdrawal commitment of the underwriter described in clause (E) above to firmly underwrite the offer; or
(G) With respect to any such order at Registrable Securities which, in the earliest possible momentopinion of counsel to the Company, may be sold under Rule 144.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Nvidia Corp/Ca), Investors' Rights Agreement (Nvidia Corp/Ca)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Ai) promptly within ten (10) days after its receipt thereof give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities of the Initiating Investor as are is specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within 20 days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveCompany; provided that the Company shall not be obligated to effect, or take any action to effect, any effect such Registration registration pursuant to this Section 1.01(a)(ii2:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration; or
(B) Within six (6) months after the effective date of any such registration; or
(C) After the Company has effected three (3) two such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(iisubsection 2(a) during and such registrations have been declared or ordered effective. Subject to the previous twelve foregoing clauses (12A) month period.
through (iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”C), the Company shall use reasonable best efforts file a registration statement covering the Registrable Securities so requested to maintain continuously be registered as soon as practical, but in effectany event within ninety (90) days after receipt of the request or requests of the Initiating Holders; provided, supplement and amendhowever, that if necessary, the Shelf Registration, as required company shall furnish to such Holders a certificate signed by the instructions applicable President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall file, have an additional period of not later more than 30 sixty (60) days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement the expiration of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts initial ninety (90) day period within which to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any file such order is issued, to obtain the withdrawal of any such order at the earliest possible momentregistration statement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Xiox Corp), Registration Rights Agreement (Xiox Corp)
Request for Registration. Subject to the provisions of Section 1.2(b) below, if at any time after six (6) months after the effective date of the first registration statement for a public offering of securities of the Corporation, the Corporation shall receive from Initiating Holders a written request that the Corporation effect any registration with respect to any of their Registrable Securities in which the anticipated aggregate price to the public is at least $15,000,000 the Corporation will:
(i) Following Within ten (10) days after the occurrence of the IPOdate such report is given, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable efforts to and in any event within sixty (60) days after the date such request is given by the Initiating Holders, effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company Corporation within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCorporation; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company Corporation shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii1.2:
(A) after Within ninety (90) days of the Company effective date of any registration statement pertaining to securities of the Corporation (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Corporation is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(B) After the Corporation has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii1.2, and such registrations have been declared effective under the Securities Act; provided, however, that a registration pursuant to this Section 1.2 shall not be considered a registration for purposes of this Section 1.2, (i) during unless and until such registration shall have become effective and (x) in the previous case of a registration on Form S-1 (or any successor form), until 180 days after the effective date thereof, and (y) in the case of a registration on Form S-3, until all Registrable Securities included in such registration shall have been actually sold, (ii) if the Holders withdraw their request at any time because such Holders (A) reasonably believed that the registration statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein (in light of the circumstances under which they were made) not misleading, (B) notified the Corporation of such fact and requested that the Corporation correct such alleged misstatement or omission, and (C) the Corporation has refused to correct such alleged misstatement or omission, or (iii) at least 50% of the Registrable Securities requested to be registered by the Holders are not included in a registration pursuant to this Section 1.2; or
(C) If the Corporation shall furnish to such Initiating Holders a certificate, signed by the President and Chief Executive Officer of the Corporation, stating that in the good faith judgment of the Corporation’s Board of Directors it would be materially detrimental to the Corporation and its owners for a registration statement to be filed in the near future because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar significant transaction involving the Corporation, (ii) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential, or (iii) render the Corporation unable to comply with requirements under the Securities Act or Exchange Act, then in each such case the Corporation’s obligation to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of the written request from the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period.
. Subject to the foregoing clauses (iiiA) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”C), the Company Corporation shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 2 contracts
Sources: Registration Rights Agreement (I3 Verticals, Inc.), Registration Rights Agreement (I3 Verticals, Inc.)
Request for Registration. (i) Following In the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause event the Company to shall receive within two (2) years from the date of this Agreement from Initiating Holders a written request that the Company effect a Registration registration under the Securities Act with respect to all at least twenty percent (20%) (or a part any lesser percentage if the anticipated aggregate offering price would exceed Eight Million Dollars ($8,000,000) of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”Securities). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will shall:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the other Stockholderall Holders; and and
(Bii) as soon as practicable, but not later than sixty (60) days from receipt of request, file such registration and use its commercially reasonable best efforts to effect such Registration have the same declared effective (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; and provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii5.5:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(B) Until a date which is One Hundred and Twenty (120) days following the date hereof; or
(C) After the Company has effected three one (31) such Registrations requested by such Initiating Investor registration pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”5.5(a), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form has been declared or by the Securities Act, until there are no remaining Registrable Securitiesordered effective.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Systemsoft Corp), Stock Purchase Agreement (Sykes Enterprises Inc)
Request for Registration. If the Company shall receive from Initiating Holders at any time or times not earlier than the earlier of (i) Following January 1, 1998 or (ii) six (6) months after the occurrence effective date of the IPO, subject first registration statement filed by the Company covering an underwritten offering of any of its securities to Section 1.08the general public, a Stockholder (in such capacity, an “Initiating Investor”) may elect written request specifying that it is made pursuant to cause this Section 1.2 that the Company to effect a Registration registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than having a reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, that exceeds $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand12,000,000, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable diligent best efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the effective. The Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii1.2:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(B) After the Company has effected three (3) two such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii1.2(a) during the previous twelve (12) month period.and such registrations have been declared or ordered effective; or
(iiiC) During the period starting with the date of filing of and ending on a date one hundred eighty (180) days after the effective date of a registration pursuant to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(D) If the Registration Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made under Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities1.5 hereof.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Combichem Inc), Stock Purchase Agreement (Combichem Inc)
Request for Registration. (i) Following In case the occurrence of Public Company shall receive from Initiating Holders a written request that the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Public Company to effect a Registration any registration with respect to all or a part the resale by the Holders of the their shares of Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Public Company will will:
(Ai) promptly give written notice of the proposed Registration registration to the all other StockholderHolders, if any; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to as soon as practicable effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the Holders of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in by delivering a written request notice to such effect to the Public Company within twenty days after the date of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If Public Company. Notwithstanding the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000)foregoing, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Public Company shall not be obligated to effect, or take any action to effect, effect or complete any such Registration registration pursuant to this Section 1.01(a)(ii2.1 (including the filing of any registration statement with the Commission):
(A) Prior to June 30, 2004;
(B) Unless the last reported sales price of the Common Stock as published by the principal trading market on which the Common Stock is then quoted, has exceeded two dollars ($2.50) for twenty (20) consecutive trading days; provided, however, that this price requirement shall not apply if the Public Company is then eligible to use Form S-3 (or any successor form to Form S-3) for transactions involving secondary offerings;
(C) If the Public Company shall furnish to the Initiating Holders a certificate signed by the President of the Public Company (i) giving notice of its bona fide intention to effect the filing of a registration statement with the Commission for the sale of securities by the Public Company, and (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the ability to effect the offering contemplated by such registration statement to effect the registration provided for by this Section 2.1. In such case, the Public Company’s obligation to register, qualify or comply under this Section 2.1(a) may be deferred until a period not to exceed 90 days after the Company Public Company’s registration statement for its sale of shares has effected three been declared effective or such registration has been abandoned; or
(3D) such Registrations requested by such Initiating Investor If a registration statement filed pursuant to this Section 1.01(a)(ii2.1 has previously been declared effective. Subject to the foregoing clauses (A) during the previous twelve through (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”D), the Public Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than registered within 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 2 contracts
Sources: Unit Purchase Warrant (Duska Therapeutics, Inc.), Warrant Agreement (Duska Therapeutics, Inc.)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part (1) at least fifty percent (50%) of the issued and outstanding Registrable Securities held by such Initiating Investor on Form S-1 or (or any successor form2) not less than that number of shares of Registrable Securities which would result in an amount anticipated aggregate offering price, net of underwriting discounts and commissions, greater than $25 five million dollars (an “S-1 Demand”$5,000,000). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; Provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii2.5:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(C) After the Company has effected three one (31) such Registrations requested by such Initiating Investor registration pursuant to this subparagraph 1.5(a), and such registration has been declared or ordered effective;
(D) If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.01(a)(ii1.5 shall be deferred for a period not to exceed one hundred eighty (180) during days from the previous date of receipt of written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period.
. Subject to the foregoing clauses (iiiA) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”D), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 2 contracts
Sources: Stockholder Rights Agreement (Superconductor Technologies Inc), Series D Preferred Stock Purchase Agreement (Tredegar Corp)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive ------------------------ from the Initiating Holders a written request that the Company effect a Registration any registration with respect to all or a part at least 25% of the Registrable Securities held (provided that all securities to be included in the offering, including all shares included by such Initiating Investor on Form S-1 (or any successor form) in the Company, shall have an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice aggregate proposed offering price to the Company public of its election to cause an S-1 Demand, at least $5,000,000) the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable diligent best efforts to effect all such Registration registrations, qualifications, or compliances (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Actrequirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days business days after such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) abovegiven; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(iisubsection 2.2:
(A) Prior to six (6) months after the effective date of the Company's first registered offering to the general public of its securities for its own account;
(B) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(C) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii) during subsection 2.2, which have been declared or ordered effective and the previous twelve (12) month period.securities offered pursuant to such registrations have been sold; or
(iiiD) If Within one (1) year of the Registration effective date of a prior registration effected pursuant to Section 1.01(a)(iithis subsection 2.2 or within six (6) is for an offering to be made on months of the effective date of a continuous basis prior registration effected pursuant to Rule 415 under the Securities Act (subsection 2.3 or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities2.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Rights Agreement (Power Integrations Inc), Rights Agreement (Power Integrations Inc)
Request for Registration. (i) Following If, at any time after the occurrence first anniversary of the IPOexecution of this Agreement, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect shall receive from an Initiating Holder or Initiating Holders a Registration with respect to written request that the Company file a registration statement under the Securities Act covering all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Ai) promptly (but in any event with fifteen (15) days of receiving such request) give written notice of the proposed Registration registration to all other Holders and all other security holders of the other StockholderCompany that possess registration rights granted by the Company; and and
(Bii) as soon as practicable, use its commercially reasonable efforts to effect such Registration (includingfile and thereafter cause to become effective, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued the registration under the Securities ActAct of all Registrable Securities that the Company was requested to register pursuant to Section 2(a) as may be so requested and of this Agreement such as would permit or facilitate the sale and distribution of all or any such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or any such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If and such other security holders of the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received possess registration rights granted by the Company within fifteen (15) Business Days after written notice from the Company is given under Company, as contemplated by Section 1.01(a)(ii)(A) above2(a)(i); provided provided, however, that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration pursuant to this Section 1.01(a)(ii2:
(A) after in any particular jurisdiction in which the Company has effected three (3) would be required to execute a general consent to service of process in effecting such Registrations requested registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.Securities Act;
(iiiB) If prior to 60 days immediately following the Registration pursuant effective date of any other registration statement pertaining to Section 1.01(a)(ii) is for an offering to be made on securities of the Company (other than a continuous basis registration of securities pursuant to Rule 415 145 promulgated under the Securities Act or with respect to an employee benefit plan); or
(or C) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated registration pursuant to Section 3 hereof; provided that at all times during any successor provisions) (a “Shelf Registration”)such period, the Company shall use is actively employing in good faith all commercially reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause such registration statement to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Registration Rights Agreement (Authentidate Holding Corp), Registration Rights Agreement (Authentidate Holding Corp)
Request for Registration. If at any time after the date that is one hundred eighty (i180) Following days after the occurrence closing date of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, the Company shall receive from Abbott a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part shares of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will (Ai) promptly within thirty (30) days of the receipt by the Company of such notice, give written notice of the proposed Registration registration, qualification or compliance to the all other Stockholder; Holders and (Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii3.1(a):
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) if Abbott, together with the holders of any other securities of the Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of which (after deduction for underwriting discounts and commissions related to the issuance) are less than $5,000,000;
(iii) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than with respect to (A) a registration of securities in a Rule 145 transaction, (B) an employee benefit plan or (C) the Company’s first registered public offering of its stock); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(iv) after the Company has effected three initiated two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii3.1(a) during the previous twelve (12) month period.which are each registrations requested by Abbott; or
(iiiv) If the Registration pursuant Company furnishes to Section 1.01(a)(iiAbbott a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for a registration statement (A) is for an offering to be made filed on or before the date such filing would otherwise be required hereunder, (B) to become effective, or (C) to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a continuous basis pursuant significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to Rule 415 under comply with requirements of the Securities Act (or any successor provisions) (a “Shelf Registration”)Commission, the Company shall use reasonable best efforts have the right, but not more than once in any 12-month period, to maintain continuously defer such filing or effectiveness or to suspend such effectiveness for such period as may be reasonably necessary (which period shall not, in effectany event, supplement and amendexceed one hundred twenty (120) days); provided, however, that if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement is suspended pursuant to this provision, the Shelf Registration or period of any order preventing or suspending such suspension shall be added to the use end of any prospectus and, if any the period that such order registration statement would otherwise be required to be effective hereunder so that the aggregate number of days that such registration statement is issued, required to obtain the withdrawal of any such order at the earliest possible momentremain effective hereunder shall remain unchanged.
Appears in 2 contracts
Sources: Investor Rights Agreement (Genelux Corp), Investor Rights Agreement (Genelux Corp)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part at least Fifty-One Percent (51%) of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(A1) promptly give written notice of the proposed Registration registration, qualification or compliance to all other Holders; and
(2) will file a registration statement with the other Stockholder; and (B) as soon as practicableCommission not later than 90 days following such request and, use its commercially reasonable best efforts to promptly effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; PROVIDED, at any time after the Company is eligible to register Registrable Securities on Form S-3HOWEVER, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(iiSECTION 5.1:
(a) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(b) Prior to nine months from the date hereof;
(c) After the Company has effected three (3) one such Registrations requested by such Initiating Investor registration pursuant to this Section 1.01(a)(iiSUBPARAGRAPH 5.1, and such registration has been declared or ordered effective and has remained effective until the earlier to occur of ninety (90) during days or the previous sale of all of the securities offered pursuant to such registration;
(d) If the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this SECTION 5.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve (12) month period.
(iii) If . Subject to the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”)foregoing clauses, the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.Initiating Holders;
Appears in 2 contracts
Sources: Series B Preferred Stock and Warrant Purchase Agreement (Soligen Technologies Inc), Investor Rights Agreement (Soligen Technologies Inc)
Request for Registration. If the Company shall receive from Initiating Holders, at any time not earlier than six (6) months after the earlier of (i) Following the occurrence first date that the Company's securities trade on a national securities exchange or list on a national automatic quotation system, or (ii) the initial public offering of the IPO, subject to Section 1.08Company's securities, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part any portion of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to Holders' Registrable Securities, then the Company will:
(i) within ten (10) days of its election to cause an S-1 Demandsuch request, the Company will (A) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, but in any event within seventy (70) days of such written request, file and thereafter use its commercially reasonable best efforts to effect such Registration registration as soon as practicable (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after the written notice from the Company referenced in clause (i) above is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all mailed or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the delivered. The Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii3.1:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) After the Company has effected three initiated two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii3.1
(a) during (counting for these purposes registrations which have been (1) declared or ordered effective and pursuant to which securities have been sold or (2) withdrawn by the previous Holders and as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 3.3 hereof); or
(C) If the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 3.4 hereof.
(D) During the period starting with the date forty five (45) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred twenty (120) days after the effective date of a registration subject to Section 3.2 hereof; provided that the Company complies with Section 3.2, is actively employing in good faith reasonable efforts to cause such registration statement to become effective, and the Company delivers notice of such intent to the Initiating Holders within fifteen (15) days of the registration request; provided, further, that the Company shall not defer its registration obligations under this Agreement for more than an aggregate of Two Hundred Ten (210) days in any twelve (12) month period.
(iii) If the Registration period pursuant to this Section 1.01(a)(ii3.1(a)(D) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”and/or Section 3.1(b), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Investors Rights Agreement (Light Sciences Oncology Inc), Investors Rights Agreement (Light Sciences Oncology Inc)
Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect a registration with respect to Registrable Securities, the Company will:
(i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder within ten (in such capacity, an “Initiating Investor”10) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly days give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, subject to the limitations set below, use its commercially reasonable best efforts to effect all such Registration registrations (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any effect such Registration registration pursuant to this Section 1.01(a)(iisubsection 1.2(a):
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act;
(B) after the Company has effected three one (31) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(iisubsection 1.2(a) and such registrations have been declared or ordered effective;
(C) during the previous twelve period starting within the date sixty (1260) month period.days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iiiD) If if the Registration Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.01(a)(ii1.4 hereof. Subject to the foregoing clauses (A) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”B), the Company shall use reasonable best efforts file a registration statement covering the Registrable Securities so requested to maintain continuously be registered as soon as practical, but in effectany event within ninety (90) days, supplement and amendafter receipt of the request or requests of the Initiating Holders; provided, however, that if necessary, the Shelf Registration, as required Company shall furnish to such Holders a certificate signed by the instructions applicable President or Chief Executive Officer of the Company stating that in the good faith judgment of the Company's board of directors (the "Board of Directors"), it would be detrimental to the Company and its stockholders for such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall file, have the right to defer such filing for a period of not later more than 30 one hundred twenty (120) days after the furnishing of such prior Shelf Registration ceased a certificate of deferral; and provided, further, however, that the Board of Directors shall not exercise such right to be effective, and use its reasonable best efforts to cause to become effective defer a new Shelf Registration as soon as practicable. If, after filing more than once in any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement period of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momenttwelve (12) consecutive months.
Appears in 2 contracts
Sources: Registration Rights Agreement (TMSF Holdings Inc), Registration Rights Agreement (TMSF Holdings Inc)
Request for Registration. (i) Following If the occurrence of the IPOCompany shall receive from Warburg Pincus, subject to Section 1.08at any time, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Aa) promptly give written notice of the proposed Registration registration, qualification or compliance to the other Stockholderall Other Holders; and and
(Bb) as soon as practicable, use its commercially reasonable diligent best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 10 business days after written notice from the Company is given under Section 1.01(a)(i)(A2(A)(1)(a) above.
above (ii) If or 6 business days in the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part case of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000Secondary Public Offering), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2(A):
(i) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(ii) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii2(A) during and such registrations have been declared or ordered effective and the previous twelve (12) month period.sales of such Registrable Securities shall have closed;
(iii) If the Registration Registrable Securities requested by all Holders to be registered pursuant to Section 1.01(a)(iisuch request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act of not less than $7,500,000 (or any successor provisions) (a “Shelf Registration”$15,000,000 if such requested registration is the Initial Public Offering), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.;
(iv) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of, any registration statement filed pursuant to Section 2(B) pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that during the 60-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or
(v) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased furnish to Warburg Pincus a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be effectivefiled in the near future, and in which case the Company's obligation to use its reasonable best efforts to cause comply with this Section 2 shall be deferred for a period not to become effective a new Shelf Registration as soon as practicable. Ifexceed one hundred eighty (180) days from the date of receipt of written request from Warburg Pincus; provided, after any Shelf Registration has become effectivehowever, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, that the Company shall use its reasonable best efforts not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to prevent the issuance request of any stop order suspending Warburg Pincus may, subject to the effectiveness provisions of Section 2(A)(2) below, include (i) other securities of the Shelf Registration or Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any order preventing or suspending such registration ("Other Stockholders") and (ii) Registrable Securities held by the use Other Holders. In the event any Holder requests a registration pursuant to this Section 2(A) in connection with a distribution of any prospectus andRegistrable Securities to its partners, the registration shall provide for the resale by such partners, if any requested by such order is issuedHolder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to obtain the withdrawal any transferee of any such order at the earliest possible momentRegistrable Securities (who shall be bound by all obligations of this Agreement).
Appears in 2 contracts
Sources: Registration Rights Agreement (Bridgepoint Education Inc), Registration Rights Agreement (Bridgepoint Education Inc)
Request for Registration. In case the Company shall receive from Initiating Holders at any time beginning on the earlier of (i) Following two (2) years from the occurrence date hereof or (ii) six (6) months after the closing of the IPO, subject to Section 1.08Company’s initial public offering, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause request that the Company to effect file a Registration registration statement (i) with respect to all or a part at least 30% of the Registrable Securities held by such Initiating Investor on Form S-1 or (or any successor formii) in an amount greater than the expected proceeds of which exceed $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand7,500,000, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii1.2:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(iil.2(a) during (other than on a Form S-3) and such registrations have been declared or ordered effective; provided, however, that a registration request shall not be counted under this Section 1.2 as fulfilling the previous Company’s obligation hereunder if the requesting Holders withdraw their registration request as the result of adverse information about the Company previously unknown to such requesting Holders;
(C) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders, provided that the Company may not use this right more than once in any twelve (12) month period.; and
(iiiD) If Within ninety (90) days following the Registration effective date of the Company’s firm commitment underwritten initial public offering of its securities pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 registration statement declared effective under the Securities Act (“IPO”) or any successor provisionsa subsequent registered offering of the Company’s securities; Subject to the foregoing clauses (A) through (a “Shelf Registration”D), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 2 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Vocera Communications, Inc.)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If at any time the Company to effect shall receive from any Holder or group of Holders holding at least a Registration with respect to all or a part majority in interest of the Registrable Securities held by such (the “Initiating Investor on Form S-1 (or Holders”) a written request that the Company effect any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice registration with respect to the Company of its election to cause an S-1 DemandRegistrable Securities, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen ten (1510) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration subject to the other Stockholderterms and conditions of this Section 2; Provided, and (B) as soon as practicablehowever, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration pursuant to this Section 1.01(a)(ii2:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date one hundred and eighty (180) days immediately following the effective date of, any Company-initiated registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(C) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii) during 2; provided, however, if the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering number of shares to be made on a continuous basis pursuant offered by the Holders in any such registration are reduced upon the advice of the managing underwriter below half that proposed to Rule 415 be offered, such registration shall not counted for purposes of determining the number of registrations effected under this Section 2(a). Subject to the Securities Act foregoing clauses (or any successor provisionsA), (B) and (a “Shelf Registration”C), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 2 contracts
Sources: Registration Rights Agreement (Austin Ventures Vi L P), Registration Rights Agreement (Austin Ventures Vi L P)
Request for Registration. (i) Following If the occurrence of the IPOCompany shall receive from Warburg Pincus, subject to Section 1.08at any time, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Aa) promptly give written notice of the proposed Registration registration, qualification or compliance to the other Stockholderall Other Holders; and and
(Bb) as soon as practicable, use its commercially reasonable diligent best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 10 business days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A2(A)(1)(a) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2(A):
(i) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(ii) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii2(A) during and such registrations have been declared or ordered effective and the previous twelve (12) month period.sales of such Registrable Securities shall have closed;
(iii) If the Registration Registrable Securities requested by all Holders to be registered pursuant to Section 1.01(a)(iisuch request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act of not less than $7,500,000 (or any successor provisions) (a “Shelf Registration”$15,000,000 if such requested registration is the Initial Public Offering), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.;
(iv) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of, any registration statement filed pursuant to Section 2(B) pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that during the 60-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or
(v) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased furnish to Warburg Pincus a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be effectivefiled in the near future, and in which case the Company's obligation to use its reasonable best efforts to cause comply with this Section 2 shall be deferred for a period not to become effective a new Shelf Registration as soon as practicable. Ifexceed one hundred eighty (180) days from the date of receipt of written request from Warburg Pincus; provided, after any Shelf Registration has become effectivehowever, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, that the Company shall use its reasonable best efforts not exercise such right more than once in any twelve (12)-month period. The registration statement filed pursuant to prevent the issuance request of any stop order suspending Warburg Pincus may, subject to the effectiveness provisions of Section 2(A)(2) below, include (i) other securities of the Shelf Registration or Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any order preventing or suspending such registration ("Other Stockholders") and (ii) Registrable Securities held by the use Other Holders. In the event any Holder requests a registration pursuant to this Section 2(A) in connection with a distribution of any prospectus andRegistrable Securities to its partners, the registration shall provide for the resale by such partners, if any requested by such order is issuedHolder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to obtain the withdrawal any transferee of any such order at the earliest possible momentRegistrable Securities (who shall be bound by all obligations of this Agreement).
Appears in 2 contracts
Sources: Registration Rights Agreement (Bridgepoint Education Inc), Registration Rights Agreement (Bridgepoint Education Inc)
Request for Registration. (i) Following Subject to the occurrence conditions of this Section 2(a), if the Company shall receive from the Initiating Holder, at any time on or after the second anniversary of the IPO, subject to Section 1.08date hereof, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(A1) promptly give written notice of the proposed Registration registration, qualification or compliance to all other Holders; and
(2) subject to the other Stockholder; and (B) limitations of this Section 2(a), as soon as practicable, use its commercially reasonable efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen ten (1510) Business Days business days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2(a):
(A) after In any particular jurisdiction in which the Company would be required to qualify to do business or 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 or applicable rules or regulations thereunder;
(B) After the Company has effected three one (31) such Registrations requested by such Initiating Investor registration pursuant to this Section 1.01(a)(ii2(a) during and such registration has been declared or ordered effective;
(C) If the previous Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000;
(D) if within thirty (30) days of receipt of a written request from the Initiating Holder pursuant to Section 2(a), the Company gives notice to the Holders of the Company's intention to file a registration statement for a public offering within sixty (60) days, other than pursuant to (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, including any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities (each a "Special Registration Statement");
(E) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2(c) below; or
(F) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities requested pursuant to this Section 2(a) (a "Requested Registration") should not be made or continued because it would interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "Valid Business Reason"), the Company may (x) postpone filing a registration statement relating to a Requested 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 Request Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement (so long as the Initiating Holders shall have the rights set forth in this Section 2(a) within ninety (90) days of any such event). The Company shall give written notice of its determination to postpone or withdraw a registration statement (provided that the Company shall not disclose any information that could be deemed material non-public information to any holder of Registrable Securities that are included in a registration statement that is subject to such postponement or withdrawal) 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 due to a Valid Business Reason more than once in any twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”). In addition, the Company shall use reasonable best efforts not be required to maintain continuously effect any registration pursuant to Section 2(a), within ninety (90) days after the effective date of any other Registration Statement of the Company if the Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in effectsuch registration pursuant to Section 2(b). The registration statement filed pursuant to the request of the Initiating Holders may, supplement and amendsubject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("Other Stockholders"). In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if necessaryrequested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be bound by all obligations of this Agreement) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder's family member or trust for the Shelf Registrationbenefit of an individual Holder, or (c) acquires at least five hundred thousand (500,000) shares of Registrable Securities (as required adjusted for stock splits and combinations); or (d) is an entity affiliated by common control with such Holder; provided, however, (i) the instructions applicable to such registration form or by the Securities Acttransferor shall, until there are no remaining Registrable Securities.
within ten (iv10) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be effective, and use its reasonable best efforts subject to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentall restrictions set forth in this Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Allos Therapeutics Inc), Registration Rights Agreement (Warburg Pincus Private Equity Viii L P)
Request for Registration. At any time after the earlier ------------------------ of
(iA) Following July 6, 2002 or (B) six months from and after the occurrence closing of the Company's IPO, subject to Section 1.08if the Company receives from a Holder or Holders of Registrable Securities who own not less than 30% of the then outstanding Registrable Securities ("Initiating Holders"), a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any underwritten registration, qualification, or compliance with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (Holder or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to Holders, then the Company of its election to cause an S-1 Demand, the Company will shall:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification, or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after written notice from the date the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investormails such written notice. Provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification, or compliance pursuant to Section 1.5:
(A) In any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act:
(B) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) days immediately following the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(C) After the Company has effected two such registrations pursuant to this Section 1.01(a)(ii) after the Company has effected three (3) such Registrations requested by such Initiating Investor 1.5 which have been declared or ordered effective and pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.which securities have been sold; or
(iiiD) If the Registration pursuant Company shall furnish to Section 1.01(a)(ii) is such Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for an offering a registration statement to be made on filed in the near future, in which case the Company's obligation to use its reasonable efforts to register, qualify or comply under this Section 1.5 shall be deferred for a continuous basis pursuant period not to Rule 415 under exceed 120 days from the Securities Act date of receipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once within any 12 month period. Subject to the foregoing clauses (or any successor provisionsA) through (a “Shelf Registration”D), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effectiveregistered within: for any registration which is an IPO, the Company shall file150 days, and, for any registration which is not later than 30 days after such prior Shelf Registration ceased to be effectivean IPO, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If60 days, in each case, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Esperion Therapeutics Inc/Mi), Investors' Rights Agreement (Esperion Therapeutics Inc/Mi)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part (1) at least fifty percent (50%) of the issued and outstanding Registrable Securities held by such Initiating Investor on Form S-1 or (or any successor form2) not less than that number of shares of Registrable Securities which would result in an amount anticipated aggregate offering price, net of underwriting discounts and commissions, greater than $25 five million dollars (an “S-1 Demand”$5,000,000). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; Provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii2.5:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) Prior to September 26, 1999;
(C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(D) After the Company has effected three one (31) such Registrations requested by such Initiating Investor registration pursuant to this subparagraph 1.5(a), and such registration has been declared or ordered effective;
(E) If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.01(a)(ii1.5 shall be deferred for a period not to exceed one hundred eighty (180) during days from the previous date of receipt of written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period.
. Subject to the foregoing clauses (iiiA) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”E), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 2 contracts
Sources: Stockholders Agreement (Hillman Co), Stockholder Rights Agreement (Superconductor Technologies Inc)
Request for Registration. (i) Following If the occurrence of the IPOCompany shall receive from Warburg Pincus, subject to Section 1.08at any time, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(A1) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(B2) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen ten (1510) Business Days business days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2(a):
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(B) After the Company has effected three (3) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii2(a) during and such registrations have been declared or ordered effective and the previous sales of such Registrable Securities shall have closed;
(C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before deduction of Selling Expenses) of at least $15,000,000 (or $25,000,000 if such requested registration is the Initial Public Offering); or
(D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period.
(iii) If the Registration . The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 1.01(a)(ii2(a)(ii) is for an offering below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to be made on include their securities in any such registration (“Other Stockholders”). In the event any Holder requests a continuous basis registration pursuant to Rule 415 under the this Section 2(a) in connection with a distribution of Registrable Securities Act (to its partners or any successor provisions) (a “Shelf Registration”)members, the Company registration shall use reasonable best efforts to maintain continuously in effect, supplement and amendprovide for the resale by such partners or members, if necessaryrequested by such Holder. The registration rights set forth in this Section 2 may be assigned, the Shelf Registration, as required by the instructions applicable to such registration form in whole or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issuedin part, to obtain the withdrawal any transferee of any such order at the earliest possible momentRegistrable Securities (who shall be bound by all obligations of this Agreement).
Appears in 2 contracts
Sources: Registration Rights Agreement (Daramic, LLC), Registration Rights Agreement (Polypore International, Inc.)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to shall receive a written request that the Company effect a any Registration with respect to all or a part of the Registrable Securities held by such from an Initiating Investor Holder, at any time on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In after the event such Initiating Investor provides notice to first anniversary of the Company of its election to cause an S-1 Demanddate hereof, the Company will will:
(A1) promptly give written notice of the proposed Registration to the all other StockholderHolders; and and
(B2) as soon as practicable, use its commercially reasonable best efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the any other Stockholder Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen ten (1510) Business Days business days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or take any action to effect, :
(A) any such Registration pursuant to this Section 1.01(a)(ii2(a) after in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(B) any such Registration pursuant to this Section 2(a), if the Company has effected three two (32) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii2(a) and such Registrations have been declared or ordered effective;
(C) any such Registration pursuant to this Section 2(a) if the Registrable Securities requested by all Holders to be registered pursuant to any such request have an anticipated aggregate public offering price (before deduction of any Selling Expenses) of less than $5,000,000;
(D) any such Registration pursuant to this Section 2(a) during the previous period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to Securities of the Company (other than a registration of Securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period, and the Company may only exercise this right once in any twelve (12) month period.; or
(iiiE) If the any such Registration pursuant to this Section 1.01(a)(ii2(a) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), if the Company shall use reasonable best efforts furnish to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required Holders a certificate signed by the instructions applicable Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to such the Company or its stockholders for a registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled in the near future, in which case the Company shall file, not later than 30 days after such prior Shelf Registration ceased Company’s obligation to be effective, and use its reasonable best efforts to cause comply with this Section 2 shall be deferred for a period not to become effective a new Shelf Registration as soon as practicable. Ifexceed ninety (90) days from the date of receipt of written request from the Holders; provided, after any Shelf Registration has become effectivehowever, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, that the Company shall use its reasonable best efforts not exercise such right more than once in any twelve (12) month period. The registration statement filed pursuant to prevent the issuance of any stop order suspending the effectiveness request of the Shelf Initiating Holder(s) pursuant to Section 2(a)(i) may, subject to the provisions of Section 2(a)(ii) below, include other Securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their Securities in any such Registration (“Other Stockholders”). In the event any Holder requests a Registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners or of any order preventing members, the Registration shall provide for the resale by such partners or suspending the use of any prospectus andmembers, if any requested by such order is issued, to obtain the withdrawal of any such order at the earliest possible momentHolder.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nyfix Inc), Securities Purchase Agreement (Nyfix Inc)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such that the Company receives a written request from Initiating Investor provides notice Holders that the Company effect any firmly underwritten registration, qualification or compliance under the Securities Act of Registrable Securities having an aggregate anticipated offering price to the Company public in excess of its election to cause an S-1 DemandTwenty Million Dollars ($20,000,000), then the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect all such Registration registrations, qualifications and compliances (including, without limitation, filing the preparation of a registration statement and prospectus complying with the requirements of the Securities Act, and the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effecteffect such registration, any such Registration qualification or compliance pursuant to this Section 1.01(a)(ii2.1:
(A) at any time prior to the earlier of (i) three (3) years following the date of this Agreement or (ii) six (6) months following the effective date of the registration statement under the Securities Act for a Qualified IPO; or
(B) if within ten (10) days after the receipt of the written request from Initiating Holders, the Company provides written notice to the Holders of the Company’s good faith intention to commence a Qualified IPO within the next ninety (90) days; provided, however, that this subsection (B) shall only be used one (1) time by the Company; or
(C) after the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii) during 2.1 and both such registrations have been declared or ordered effective and not withdrawn by the previous twelve (12) month period.Company with the approval of the Initiating Holder; or
(iiiD) If in any particular jurisdiction in which the Registration pursuant Company would be required to Section 1.01(a)(ii) execute a general qualification or compliance unless the Company is for an offering already subject to be made on a continuous basis pursuant to Rule 415 under service in such jurisdiction and except as required by the Securities Act Act. Subject to the foregoing clauses (or any successor provisionsA) through (a “Shelf Registration”D), the Company shall use reasonable best efforts file a registration statement covering the Registrable Securities so requested to maintain continuously be registered as soon as practical, but in effectany event within seventy-five (75) days, supplement and amendafter receipt of the request or requests of the Initiating Holders; provided, however, that if necessary, the Shelf Registration, as required Company shall furnish to such holders a certificate signed by the instructions applicable president of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its stockholders for such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall file, have an additional period of not later more than 30 sixty (60) days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement the expiration of the SEC or other governmental agency or authorityinitial 75-day period within which to file such registration statement. Notwithstanding the above, the Company shall use may not exercise its reasonable best efforts right to prevent the issuance of defer registration more than once in any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment12-month period.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Fulcrum Bioenergy Inc), Investors’ Rights Agreement (Fulcrum Bioenergy Inc)
Request for Registration. If the Company shall receive from Initiating Holders at any time after the earlier of (iI) Following five years after the occurrence date of this Agreement or (II) one year after the effective date of the IPO, subject first registration statement filed by the Company pursuant to Section 1.08the Securities Act covering an underwritten offering of Common Stock to the general public, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days calendar days after such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If given. The registration statement filed pursuant to the Company shall receive from an request of the Initiating InvestorHolders may, at any time after subject to the Company is eligible to register Registrable Securities on Form S-3provisions of Sections 2.1(e), a written request that include other securities of the Company effect a Registration Company, with respect to all or a part which registration rights have been granted, and may include securities of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), Company being sold for the Company will (A) promptly give written notice account of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company. The Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2.1(a):
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) After the Company has effected three (3) initiated one such Registrations requested by such Initiating Investor registration pursuant to this Section 1.01(a)(ii2.1(a) during (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the previous twelve (12) month period.
(iii) If Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.01(a)(ii2.3 hereof and would, absent such election, have been required to bear such expenses) is for an offering or
(C) During the period starting with the date sixty (60) days prior to be made the Company's good faith estimate of the date of filing of, and ending on a continuous basis pursuant to Rule 415 under date one hundred eighty (180) days after the Securities Act (or any successor provisions) (effective date of, a “Shelf Registration”), Company-initiated registration; provided that the Company shall use is actively employing in good faith all reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause such registration statement to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Purchasers Rights Agreement (Birch Telecom Inc /Mo), Purchasers Rights Agreement (Birch Telecom Inc /Mo)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part of the Registrable Securities, and if the aggregate offering price of the Registrable Securities held by such Initiating Investor on Form S-1 (proposed to be registered equals or any successor form) in an amount greater than exceeds $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand8,000,000, the Company will will:
(Ai) promptly (in no case longer than ten (10) days after the request) give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) use its best efforts to effect such registration, qualification or compliance as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining request in such request as are specified in a written request of such other Stockholder writing received by the Company within fifteen twenty (1520) Business Days days after mailing of such written notice from the Company is given under in accordance with Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor7.5; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided however that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii3.4:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) Prior to the earlier of (i) December 31, 2013 or (ii) one hundred eighty (180) days after the effective date of the Company’s Qualified IPO;
(C) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii3.4 and such registration has been declared or ordered effective;
(D) during If the previous Company is eligible to use a Form S-3 and the Initiating Holders may dispose of shares of Registrable Securities pursuant to a request under Section 3.6 below; or
(E) Within one hundred eighty days (180) days after the effective date of any registration pursuant to Section 3.5 or 3.6. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested pursuant to this Section 3.4(a); provided, however, that if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that the Board of Directors of the Company (the “Board of Directors”) has determined in its good faith judgment, that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed at such time, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders (provided that such right shall not be used more than once in any twelve (12) month period).
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Investors Rights Agreement (Envivio Inc), Investors Rights Agreement (Envivio Inc)
Request for Registration. (i) Following If the occurrence Company shall receive from ------------------------ any Investor or Investors holding not less than 50% of the IPORegistrable Securities then outstanding, subject to Section 1.08at any time, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder; and (B) will, as soon as reasonably practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated -------- to effect, or take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii) 2(a):
A. after the Company has effected three (3) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii2(a) during requested by the previous twelve Investors, and, in each case, such registrations have been declared or ordered effective and have remained effective for ninety (1290) month period.
(iii) If days; provided, however, that the Registration pursuant to limitation set forth in this Section 1.01(a)(ii) 2(a)(i)A is not applicable if, at the time of the request for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”)registration, the Company qualifies to register the resale of the Registrable Securities in accordance with the request on a Form S-3;
B. if at the time of any request to register Registrable Securities, the Company is engaged or intends to engage in an acquisition, financing or other material transaction which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, or the Board of Directors of the Company determines in good faith that the registration would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, in which event, the Company may, at its option, direct that such request be delayed for a period not in excess of 120 days from the date of the determination by the Board of Directors, as the case may be; provided, however, that the Company may not exercise this deferral right more than once in any 12-month period. Subject to Section 2(a)(ii), a Registration Statement filed pursuant to this Section 2(a)(i) may include other securities, other than Registrable Securities, of the Company which are held by the other stockholders ("Other Stockholders") of the Company. The Company shall prepare and file with the SEC, as soon as practicable, the applicable Registration Statement required by Section 2(a) and shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to cause such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause Statement to become effective a new Shelf Registration as soon as practicablepracticable after such filing. IfThe Company shall keep such Registration Statement effective pursuant to Rule 415 until the earliest of (i) one hundred and eighty (180) days from the date the applicable Registration Statement is declared effective by the SEC, after any Shelf (ii) the date at which all Registrable Securities included in such Registration has become effective, it is interfered with Statement have been sold by any stop order, injunction the Investors or other order or requirement (iii) the date on which all of the SEC Registrable Securities may (in the reasonable opinion of counsel to the Company) be immediately sold to the public without registration or other governmental agency or authority, restriction pursuant to Rule 144(k) under the Company shall use its reasonable best efforts to prevent Securities Act (the issuance of any stop order suspending the effectiveness of the Shelf "Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentPeriod").
Appears in 2 contracts
Sources: Investor Rights Agreement (Biosource International Inc), Investor Rights Agreement (Biosource International Inc)
Request for Registration. (ia) Following If at any time after the occurrence of the IPO, subject Debentures become convertible pursuant to Section 1.084 thereof, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder; and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investorany Holder or group of Holders, at any time after representing individually or as a group not less than 50% of the Company is eligible to register Registrable Securities on Form S-3then outstanding (assuming conversion of all Debentures then outstanding into Registrable Securities), a written request that the Company effect a Registration with respect the registration of Registrable Securities, then the Company will use its best efforts to all or a part of effect the Registrable Securities held by such Initiating Investor “shelf” registration on Form S-3 in an amount greater than five million dollars ($5,000,000)of all Registrable Securities requested by any Holder to be so registered, the Company will (A) promptly give written notice of the proposed Registration and to effect blue sky law qualification or other compliance if necessary, subject to the other Stockholder, and following limitations:
(Bi) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effectcause a registration on Form S-3 to become effective prior to 90 days following the effective date of a Company-initiated registration (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145);
(ii) the Company shall not be required to effect more than two (2) registrations on Form S-3 in the aggregate, or take more than one (1) registration in any action twelve-month period;
(iii) the Company shall not be required to effect, effect a registration on Form S-3 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $2,000,000;
(iv) the Company shall not be required to maintain and keep any such Registration registration on Form S-3 effective for a period greater than the period equal to the shorter of (x) 45 days or (y) such date as the disposition of the Registrable Securities subject to such registration has been completed; and
(v) the Company may defer the filing of such registration statement for a period of up to 120 days after receipt of the request of the Holder or Holders requesting such registration, if in the good faith judgment of the Company’s Board of Directors, it would be seriously detrimental to the Company and its stockholders if the registration statement were filed. The Company shall give notice to all Holders of the receipt of a request for registration pursuant to this Section 1.01(a)(ii) after and shall provide a reasonable opportunity for all such other Holders to participate in the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant registration. Subject to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”)foregoing, the Company shall will use reasonable its best efforts to maintain continuously in effect, supplement and amend, if necessary, effect promptly the Shelf Registration, as required registration of all shares of Registrable Securities on Form S-3 to the extent requested by the instructions applicable to such registration form Holder or by the Securities Act, until there are no remaining Registrable SecuritiesHolders thereof for purposes of disposition.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Debenture Purchase Agreement, Debenture Purchase Agreement (Wilshire Financial Services Group Inc)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to shall receive from the Preferred Holder a written request that the Company effect a Registration registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Ai) promptly within ten (10) days of receipt thereof, give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the delivered. The Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2.1:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction;
(B) After the Company has effected three initiated two (32) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration registrations pursuant to Section 1.01(a)(ii2.1(a) (counting for these purposes only (I) registrations which have been declared or ordered effective and pursuant to which securities have been sold (other than if the Holders elected not to sell securities pursuant to such registration; provided that, if the Holders pay the Registration Expenses incurred in connection with such registration, such registration shall not count as a registration for purposes of this Section 2.1) and (II) registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for an offering registration under Section 2.1);
(C) The Company shall not be obligated to be made effect any such registration within ninety (90) days of the effective date of a previous registration; or
(D) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a continuous basis pursuant to Rule 415 under date one hundred eighty (180) days after the Securities Act (or any successor provisions) (effective date of, a “Shelf Registration”), Company-initiated registration; provided that the Company shall use is actively employing all commercially reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause such registration statement to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Membership Unit Purchase Agreement (FVA Ventures, Inc.), Membership Unit Purchase Agreement (FVA Ventures, Inc.)
Request for Registration. At any time, each Holder may make a written request per 12-month period (ispecifying the intended method of disposition) Following for registration under the occurrence Securities Act (each, a “Demand Registration”) of all or part of such Holder’s Registrable Securities (but such part, together with the number of securities requested by other Holders to be included in such Demand Registration pursuant to this Section 2.1, shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock of the IPOCompany) of at least $10,000,000). Notwithstanding the foregoing, subject the Company shall not be required to Section 1.08file any registration statement on behalf of any Holder within six months after the effective date of any earlier registration statement so long as the Holder requesting the Demand Registration was given a notice offering it the opportunity to sell Registrable Securities under the earlier registration statement and such Holder did not request that all of its Registrable Securities be included; provided, however, that if a Stockholder Holder requested that all of its Registrable Securities be included in the earlier registration statement but not all were so included through no fault of the Holder, such Holder may, but shall not be obligated to, require the Company to file another registration statement pursuant to a Demand Registration (subject, in the event of a Demand Registration for less than all such remaining Registrable Securities, to the same $10,000,000 limitation set forth above) exercised by such Holder within six months of the effective date of such earlier registration statement. Within ten days after receipt of a request for a Demand Registration, the Company shall give written notice (the “Notice”) of such request to all other Holders and shall include in such capacityregistration all Registrable Securities that the Company has received written requests for inclusion therein within 15 days after the Notice is given (the “Requested Securities”). Thereafter, an “Initiating Investor”) the Company may elect to cause include in such registration additional Shares to be issued by the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”)Company. In such event for purposes only of Section 2.3 (other than the event such Initiating Investor provides notice to the Company first sentence thereof) and not for purposes of its election to cause an S-1 Demand, the Company will (A) promptly give written notice of the proposed Registration to the any other Stockholder; and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration provision or Section hereof (including, without limitation, filing post-effective amendmentsSection 3), appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations (a) such shares to be issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen in connection with a Demand Registration shall be deemed to be Registrable Securities and (15b) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible be deemed to register Registrable Securities on Form S-3, be a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration Holder thereof. All requests made pursuant to this Section 1.01(a)(ii) after 2.1 shall specify the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering aggregate number of Registrable Securities to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securitiesregistered.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Simon Property Group L P /De/), Limited Partnership Agreement (Simon Property Group Inc /De/)
Request for Registration. (i) Following If at any time after the occurrence of date hereof one or more Holders who in the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part aggregate hold at least 25% of the Registrable Securities held by such Initiating Investor on Form S-1 submits a written request (or any successor forma "Demand Notice") in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, that the Company will register Registrable Securities under and in accordance with the Securities Act (Aa "Demand Registration"), then the Company shall:
(i) promptly within five days after receipt of such Demand Notice, give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable diligent efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holders joining in such request as are specified in a written request of such other Stockholder requests received by the Company within fifteen (15) Business Days 20 days after the date the Company mails the written notice from the Company is given under Section 1.01(a)(i)(Areferred to in clause (i) above.
(ii) If . Notwithstanding the foregoing, if the Company shall receive from an Initiating Investor, at any time after furnish to the Holders a certificate signed by the president of the Company is eligible stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to register Registrable Securities on Form S-3, a written request that the Company effect or its stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing or delay its effectiveness for a reasonable period not to exceed 90 days provided that such right shall not be exercised more than once with respect to all or a part request for registration hereunder during any period of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the twelve consecutive months. The Company will (A) promptly give written notice of pay all Registration Expenses in connection with such withdrawn request for registration. Notwithstanding the proposed Registration to the other Stockholderforegoing, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated required to effect, or take effect any action to effect, any such Registration pursuant to this Section 1.01(a)(ii) registration requested within less than 120 days after the filing of another registration filed by the Company has effected three (3) such Registrations in which all of the Registrable Securities requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously included in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securitiesparticipating Holders were so included.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Registration Rights Agreement (Glenn Scott L), Registration Rights Agreement (Fosberg J Roberts)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall ------------------------ receive from Initiating Holders a written request (the "Request") that the Company effect a Registration any registration with respect to all or a part not less than 25% of the Registrable Securities held by such Initiating Investor on Form S-1 (then outstanding, or any successor form) in an amount greater than lesser percentage of Registrable Securities if the anticipated aggregate offering price, net of underwriters' discounts and commissions, would exceed $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand3,000,000, the Company will wil l
(A1) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders in accordance with Section 8.6; and and
(B2) as soon as practicable, use its commercially reasonable efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such requestthe Request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request the Request as are specified in a written request of such other Stockholder notice received by the Company within fifteen twenty (1520) Business Days days after such Holder's receipt of written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received provided by the Company within fifteen (15) Business Days after written notice from the Company is given under pursuant to Section 1.01(a)(ii)(A) above4.1(b)(i)(1); provided provided, however, that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration pursuant to this Section 1.01(a)(ii4.1(b):
A. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Act;
B. Prior to 270 days following the effective date of the Initial Public Offering;
C. During the period starting with the date of filing of, and ending on the date 180 days immediately following the effective date of, any general form of registration statement pertaining to sale by the Company of Common Stock or securities which are immediately convertible at the option of the holder or convertible within twelve (12) after months from the date of issuance into Common Stock, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
D. After the Company has effected three one (31) such Registrations requested by such Initiating Investor registration pursuant to this Section 1.01(a)(ii4.1(b) provided that if the first -------- registration pursuant to this Section 4.1(b) shall be underwritten and if less than 50% of the Series B Registrable Securities then outstanding held by the Initiating Holder and all Holders who join in the Request in the manner, and at the time, specified in Section 4.1(b)(i)(2) shall be, or shall have been, included in such underwriting and in any underwriting described in Section 4.1(c)(ii) which has been consummated prior to the date of such underwriting, then the Company shall be obligated to effect an additional registration pursuant to this Section 4.1(b); or
E. If the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Company's Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed at the date filing would be required, in which case the Company's obligation to use its reasonable efforts to register under this Section 4.1(b) shall be deferred for a period not to exceed 120 days from the date of receipt of the Request, provided that the Company may not exercise this deferral right more than once during the previous any twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Technology Development and License Agreement (Intertrust Technologies Corp), Technology Development and License Agreement (Intertrust Technologies Corp)
Request for Registration. (i) Following If at any time on or after the occurrence of Commencement Date, the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration Majority-In-Interest with respect to all or any registration to be effected on a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor long form) in an amount greater or any Holder with respect to any registration to be effected on a form other than $25 million dollars a Form S-1 (an “S-1 Demand”). In the event such Initiating Investor provides notice or any successor long form) submits a written request (a "Demand Notice") to the Company of its election to cause an S-1 Demand, that the Company will register Registrable Securities under and in accordance with the Securities Act (Aa "Demand Registration"), then the Company shall:
(i) promptly within five days after receipt of such Demand Notice, give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holders joining in such request as are specified in a written request of such other Stockholder requests received by the Company within fifteen (15) Business Days 20 days after the date the Company mails the written notice from the Company is given under Section 1.01(a)(i)(Areferred to in clause (i) above.
(ii) If . Notwithstanding the foregoing, if the Company shall receive from an Initiating Investor, at any time after furnish to the Holders a certificate signed by the president of the Company is eligible stating that in the good faith judgment of the Board, it would be seriously detrimental to register Registrable Securities on Form S-3, a written request that the Company effect or its stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing or delay its effectiveness for a reasonable period not to exceed 60 days provided that such right shall not be exercised more than once with respect to all or a part request for registration hereunder during any period of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the twelve consecutive months. The Company will (A) promptly give written notice of pay all Registration Expenses in connection with such withdrawn request for registration. Notwithstanding the proposed Registration to the other Stockholderforegoing, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated required to effecteffect (i) more than two registrations on any form other than a Form S-3 (or any successor short form), (ii) any registration where the anticipated aggregate gross proceeds from the sale of the Registrable Securities to be included in such registration is less than $500,000, or take (iii) any action to effect, any such Registration registration requested within less than six months after the filing of another registration pursuant to this Section 1.01(a)(ii) after 2 in which all of the Company has effected three (3) such Registrations Registrable Securities requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously included in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securitiesparticipating Holders were so included.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 2 contracts
Sources: Investors Rights Agreement (Satcon Technology Corp), Investors Rights Agreement (Beacon Power Corp)
Request for Registration. (i) Following If at any time following the occurrence date that is 180 days after the effective date of the IPOregistration statement for the Corporation’s Initial Public Offering, subject to Section 1.08, a Stockholder the Corporation receives from one or more Holders holding in the aggregate at least twenty-five (in such capacity, 25%) of the outstanding Registrable Securities (an “Initiating InvestorHolder”) may elect to cause a written request (for the Company to purposes of this section 2.1, a “Request”) that the Corporation effect a Registration any registration with respect to all or a part Registrable Securities, specifying the jurisdictions in which the Corporation is to effect that registration, and the anticipated aggregate net proceeds of that registration based on market prices at the date of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company Request, net of its election to cause an S-1 DemandSelling Expenses, is at least U.S.$10,000,000, the Company will (A) Corporation will:
2.1.1.1. promptly give written notice of the proposed Registration Request to the other Stockholdereach Holder that is not an Initiating Holder; and (B) and
2.1.1.2. as soon as practicable, use and in any event within 90 days of its commercially reasonable efforts to receipt of the Request, effect such Registration that registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act33 Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such that portion of such the Registrable Securities of the Initiating Investor as are specified in such requestthe Request, together with all or such that portion of the Registrable Securities of each Holder who joins in the other Stockholder joining in such request as are specified Request in a written request of such other Stockholder received by the Company Corporation within fifteen (15) 10 Business Days after the Holder’s receipt from the Corporation of written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor Request, provided that, if the Corporation is permitted to do so in accordance with section 2.3 hereof, the Corporation shall file a registration statement on Form S-3 in an amount greater than five million dollars fulfillment of a demand for registration and/or qualification requested pursuant this section ($5,000,000)and, in such event, the Company will (A) promptly give written notice of the proposed Registration aforementioned 90-day period shall be reduced to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 1.01(a)(ii) after the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period45 days).
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 1 contract
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from ▇▇▇ ▇▇▇▇▇▇ or his permitted transferee under Section 2.10 (the "Demanding Holder") a written request that the Company effect a Registration any registration with respect to all or a part not less than 33% of the then outstanding Registrable Securities (a "Registration Notice") held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demandhim and all his permitted transferees, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) registration as described in Section 2.6 as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If Company. Notwithstanding the Company shall receive from an Initiating Investorforegoing, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii2.1:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction;
(B) Prior to the earliest of (i) six months after the Trigger Date, (ii) a Change in Control, or (iii) June 30, 2000;
(C) During the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date 90 days immediately following the effective date of any registration statement pertaining to securities of the Company sold by the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, and provided, further, that the Company may not, pursuant to this Section 2.1(a)(ii)(C) whether included herein or incorporated into Section 2.3, delay implementation of a demand for registration more than once in any 12-month period;
(D) If the Company shall furnish to the Demanding Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its stockholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by the Demanding Holder, provided, however, that the Company cannot, pursuant to this Section 2.1(a)(ii)(D) whether included herein or incorporated into Section 2.3, utilize this right more than once in any 12-month period; or
(E) After the Company has effected three (3) such Registrations requested by such Initiating Investor two registrations pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective2.1, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become such registrations have been declared or ordered effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 1 contract
Sources: Investors Agreement (Canion Rod)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration with respect to all or a part shares of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will: (Ai) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and (Bii) as soon as practicable, use its commercially reasonable efforts to effect such Registration registration as part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Initiating Holders and the Company (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in by delivering a written request of notice to such other Stockholder received by effect to the Company within fifteen (15) Business Days twenty days after the date of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If Company. Notwithstanding the Company shall receive from an Initiating Investorforegoing, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect or complete any such Registration registration pursuant to this Section 1.01(a)(ii5.1: (A) Prior to the earlier of (i) one year after the effective date of the Company's first registered public offering of its Common Stock or (ii) five years from the date hereof; (B) Unless the requested registration would have an aggregate offering price of all Registrable Securities sought to be registered by all Holders, net of underwriting discounts and commissions, exceeding $5,000,000; (C) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (D) After the Company has effected two registrations pursuant to this Section 5.1(a) in which the Initiating Holders were able to sell at least 50% of the Registrable Securities sought to be included and such registration has been declared or ordered effective; (E) If the Initiating Holders are able to request a registration on Form S-3 pursuant to Section 5.3 hereof; (F) Within twelve months after the Company has effected three (3) such Registrations requested by such Initiating Investor a registration pursuant to this Section 1.01(a)(ii) during the previous twelve 5.1(a), and such registration has been declared or ordered effective; or (12) month period.
(iiiG) If the Registration pursuant Company shall furnish to Section 1.01(a)(iithe Initiating Holders a certificate signed by the President of the Company (i) is giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for an offering a registration statement to be made on filed in the near future. In such case, the Company's obligation to use its commercially reasonable efforts to register, qualify or comply under this Section 5.1(a) shall be deferred one or more times for a continuous basis pursuant period not to Rule 415 under exceed 180 days from the Securities Act receipt of the request to file such registration by such Initiating Holder or Holders, provided that the Company may not exercise this deferral right more than once per twelve-month period. Subject to the foregoing clauses (or any successor provisionsA) through (a “Shelf Registration”G), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 1 contract
Request for Registration. Commencing on the earlier of July 30, 2007 or six (i6) Following months after the occurrence effective date of the IPOCompany’s first firm commitment underwritten public offering of its Common Stock under the Securities Act, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration with respect to all registration, qualification or a part compliance of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in Holders with an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice expected aggregate offering price to the Company public of its election to cause an S-1 Demandat least $10,000,000, the Company will (Ai) promptly within ten (10) days of the receipt by the Company of such notice, give written notice of the proposed Registration registration, qualification or compliance to the all other Stockholder; Holders and (Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii2.2(a):
(i) after During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(ii) After the Company has effected three (3) such Registrations requested by such Initiating Investor two registrations pursuant to this Section 1.01(a)(ii2.2(a), and such registrations have been declared or ordered effective;
(iii) during For a period not to exceed 90 days when the previous Company’s Board of Directors, in its good faith judgment with advice of counsel, reasonably determines and delivers a certificate signed by a duly authorized officer of the Company stating that the filing thereof at the time requested, or the offering of Registrable Securities pursuant thereto, would materially and adversely affect (a) the Company’s ability to consummate a pending transaction that is material to the business of the Company and its subsidiaries taken as a whole or (b) (w) a pending or scheduled public offering of the Company’s securities, (x) an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction by or of the Company, (y) pre-existing and continuing negotiations, discussions or pending proposals with respect to any of the transactions described in clause (x) of this sentence, or (z) the financial condition of the Company in view of the disclosure of any pending or threatened litigation, claim, assessment or governmental investigation which may be required thereby; and the failure to disclose any material information with respect to the foregoing clauses (w) through (z) would cause a violation of the Securities Act or the Securities Exchange Act of 1934, as amended; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 1 contract
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to shall receive from ------------------------ Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part not less than forty percent (40%) of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In such lesser percentage of the event such Initiating Investor provides notice Registrable Securities if the reasonably anticipated aggregate price to the Company of its election to cause an S-1 Demand, public thereof would exceed $5,000,000) the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to all other Holders and afford each Holder the other Stockholderopportunity of including in the registration such Registrable Securities owned by such Holder; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; Provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii4.1:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) Prior to the earlier to occur of (i) six (6) months after the effective date of the Company's first registered public offering of its stock or (ii) December 31, 2003;
(C) During the period starting with the sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, a registration statement in connection with the initial public offering of securities of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(D) During the period starting with the date thirty (30) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of the Company sold by the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(E) After the Company has effected three (3) such Registrations requested by such Initiating Investor two registrations pursuant to this paragraph 4.1, and such registrations have been declared or ordered effective, provided that all Registrable Securities requested to be included in each such registration were in fact included in the registration; and provided further that any registration that is withdrawn because of negative information about the Company, which information is likely to have a material adverse effect on the price or amount at which the Initiating Holders can sell their Shares, shall not count toward such two registrations hereunder;
(F) If the Company shall furnish to such Holders a certificate signed by the President of the Company, and concurred to in writing by an underwriter or other financial advisor of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.01(a)(ii4 shall be deferred for a period not to exceed ninety (90) during days from the previous date of receipt of written request from the Initiating Holders, provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period.
. Subject to the foregoing clauses (iiiA) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”F), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 1 contract
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to effect shall receive from Initiating Holders a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to written request that the Company of its election to cause an S-1 Demandeffect any registration, qualification or compliance, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, promptly use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii3.1:
(1) after In any particular juris- diction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(2) Prior to the date which is six (6) months following the effective date of the Public Event;
(3) After (A) the Company has effected three one (3or more) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii3.1(a) during which have included the previous Registrable Securities of each and every Investor who holds or has held at any time at least twenty-five percent (25%) of the aggregate number of Registrable Securities subject to this Agreement as set forth on Annex I hereto, (B) such registrations have been declared or ordered effective and (C) the securities offered pursuant to such registrations have been sold; or
(4) If the Company shall furnish to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors the filing of a registration statement in the near future with respect to the proposed registration would have a material adverse effect on the Company, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 3.1 shall be deferred for a period not to exceed sixty (60) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.
. Subject to the foregoing clauses (iii1) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”4), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 1 contract
Request for Registration. (i) Following Beginning on the occurrence date which is -------------------------- immediately after the third anniversary of the IPOdate of this Agreement, subject to Section 1.08Initiating Holders may request registration in accordance with this Article 3; provided, a Stockholder (in that such capacity, an “Initiating Investor”) may elect to cause registration covers Registrable Securities representing 25% of the Company to effect a Registration with respect to all or a part then total amount of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”)Securities. In the event such Initiating Investor provides notice to the Company shall receive from any one or more of its election the Initiating Holders a written request that the Company effect any such registration, qualification or compliance with respect to cause an S-1 DemandRegistrable Securities, the Company will will:
(Aa) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bb) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance as soon as practicable (including, without limitation, filing undertaking to file post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act, and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 10 days after the receipt of the written notice from the Company is given under described in Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor------- 3.1(a); provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any ---- -------- ------- action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(iiArticle 3: ----------
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act ;
(ii) within one hundred and eighty (180) days immediately following the effective date of any registration statement pertaining to a firm commitment underwritten offering of securities of the Company for its own account;
(iii) after the Company has effected three (3) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii) Article 3, each such registration has been ---------- declared or ordered effective, and the Registrable Securities offered pursuant to each such registration have been sold, or if the Company has effected any requested registration pursuant to this Agreement during the previous twelve (12) six-month period;
(iv) if the Company, within ten (10) days of the receipt of the request of the Initiating Holder or Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within forty-five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or with respect to a Registration Statement on Form S-8, or any successor form).
(iiic) If Subject to the Registration pursuant to Section 1.01(a)(iiforegoing clauses (i) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”iv), the Company shall use reasonable best efforts file a registration statement covering the Registrable Securities so requested to maintain continuously in effect, supplement be registered as soon as practicable after receipt of the request of the Initiating Holders and amend, if necessary, provide notice to the Shelf Registration, other Holders as required by the instructions applicable to such registration form or by the Securities ActSection 3.1(a); provided, until there are no remaining Registrable Securities.
(iv) If at any timehowever, the Shelf Registration ceases to be effective, if the Company shall filefurnish to such Holders --------------- -------- ------- a certificate signed by the Chairman or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, not later than 30 days after it would be detrimental to the Company and its stockholders for such prior Shelf Registration ceased registration statement to be effectivefiled in the near future, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, then the Company shall use its reasonable best efforts have the right to prevent the issuance defer such filing for a period of any stop order suspending the effectiveness not more than 180 days after receipt of the Shelf Registration or request of the Initiating Holders; provided, further, that the -------- ------- Company shall not be permitted to exercise such deferral right under this Section 3.1(c) more than once in any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.365-day period. ---------
Appears in 1 contract
Sources: Registration Rights Agreement (Telscape International Inc)
Request for Registration. At any time after August 14, 2009 (i) Following such date being hereinafter referred to as the occurrence of the IPO“Demand Date”), subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause if the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will will:
(Aa) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bb) as soon as practicable, use its commercially all reasonable efforts to effect such Registration registration (including, without limitation, filing post-the execution of an undertaking to file post- effective amendments, appropriate qualification under applicable the blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2:
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(ii) less than ninety (90) calendar days after the effective date of any registration declared or ordered effective other than a registration on Form S-3 or Form S-8;
(iii) if, while a registration request is pending pursuant to this Section 2, the Company has effected determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such Registrations requested by material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such Initiating Investor good faith determination; provided, however, that the Company shall not utilize this right more than once in any twelve month period; or
(iv) except as set forth in Section 2.5, after the second such registration pursuant to this Section 1.01(a)(ii) during 2.1 has been declared or ordered effective. Subject to the previous twelve foregoing clauses (12) month period.
i), (ii), (iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act and (or any successor provisions) (a “Shelf Registration”iv), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Incentra Solutions, Inc.)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration registration under the Securities Act with respect to all or a part not less then 20% of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with will all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; Provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii1.2:
(A) Prior to three months after the effective date of the Company's first registered public offering of its stock; or at any time prior to the third anniversary of this Agreement;
(B) If the Company has effected three (3) such Registrations requested by such Initiating Investor a registration pursuant to this Section 1.01(a)(iisubparagraph 1.2(a) during or subparagraph 1.4(a) within the previous twelve (12) 12 month period., and such registration has been declared or ordered effective;
(iiiC) If the Registration Company, within ten (10) days of the 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 ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities), in which case the Holders will have their rights to join in such registration pursuant to Section 1.01(a)(ii1.3 hereof; or
(D) is If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for an offering a registration statement to be made on filed in the near future, in which case the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a continuous basis pursuant period not to Rule 415 under exceed 120 days from the Securities Act date of receipt of the written request from the Initiating Holders. Subject to the foregoing clauses (or any successor provisionsA) through (a “Shelf Registration”D), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Tapistron International Inc)
Request for Registration. (i) Following If the occurrence Company receives from ------------------------ Holders of at least 67% of the IPO, subject to Section 1.08Eligible Shares at any time after 180 days following the effective date of the Company's Initial Public Offering, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Ai) promptly within 20 days of such written request give written notice of the proposed Registration registration to the all other StockholderHolders, if any; and and
(Bii) as soon as practicable, use its commercially all reasonable efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within 30 days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided -------- that the Company shall not be obligated to effect, or take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2:
(A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or
(B) after the Company has effected three (3) one such Registrations requested by such Initiating Investor registration pursuant to this Section 1.01(a)(ii2(a) during and such registration has been declared or ordered effective and the previous twelve sales of such Registrable Securities shall have closed. Subject to the foregoing clauses (12A) month period.
and (iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”B), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicablepracticable after receipt of the request of Holders of 51% of the Eligible Shares. IfEach Holder will have the right to participate ratably with the others. The registration statement filed pursuant to the request of CIBC may, after subject to the provisions of Section 2(b) below, include other securities of the Company including securities of the Company which are held by persons who are entitled to include their securities in any Shelf Registration has become effectivesuch registration; provided, however, that, in any underwritten public offering -------- ------- contemplated by Sections 2, 3 and 5, the Holders of Eligible Shares shall be entitled to sell such Eligible Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof, subject to agreement of the underwriters. The Company shall be entitled to postpone for a reasonable period of time not to exceed six months the filing of a registration statement otherwise required to be filed by it is interfered pursuant to this Section 2(a) if the Company determines, in its reasonable judgment, that such registration would materially interfere with by any stop orderfinancing, injunction acquisition, corporate reorganization or other order material transaction involving the Company and the Company promptly gives written notice to the Holders who have initiated or requirement elected to participate in such registration including an explanation thereof. The Company shall not exercise its right to defer a registration more than once in any 12-month period or in any event if the effect would be to permit a registration of securities (other than a registration that was pending at the time of the SEC initial demand or other governmental agency a registration on Form ▇-▇, ▇▇▇▇ ▇-▇ or authorityany successor or similar form) to the exclusion of such number of Registrable Securities as would otherwise have been included in the registration statement the filing of which was deferred. Holders requesting registration shall be entitled to withdraw any registration request made pursuant to this Section 2(a), provided, that -------- such registration request shall nevertheless be counted toward the number of registrations the Company shall use its is required to file pursuant to this Section 2(a) unless the Holders reimburse the Company for all reasonable best efforts out-of- pocket costs incurred by the Company prior to prevent the issuance such withdrawal. For purposes of any stop order suspending the effectiveness provisions of Sections 2(a) and 5, registrations relative to which less than 50% of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentoffered securities are in fact sold shall not be included.
Appears in 1 contract
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part at least 40% of the shares of Registrable Securities held by such the Initiating Investor on Form S-1 Holders, or any lesser percentage if the expected aggregate offering price to the public (net of underwriting discounts and commissions, if any) will exceed $10,000,000 (or any successor formlesser amount after the initial underwritten public offering of Common Stock of the Company), the Company will:
(1) in an amount greater than $25 million dollars (an “S-1 Demand”). In within ten days of the event such Initiating Investor provides notice to receipt by the Company of its election to cause an S-1 Demandsuch notice, the Company will (A) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other Stockholder; and Holders;
(B2) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.Company; and
(ii3) If the Company shall receive from an Initiating Investor, at any time within ninety (90) days after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received receipt by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveof such notice, effect such registration, qualification or compliance; provided provided, however, that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii2(e):
a) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
b) Prior to the expiration of six months following completion of the Company's first registered public offering of its stock;
c) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company's first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
d) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii2(e)(i) during covering all shares requested to be registered by the previous twelve Holders initiating or joining such request, and such registrations have been declared or ordered effective, and, if the method of disposition specified by such initiating or requesting Holders shall have been a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto; provided, however, each registration initiated pursuant to this Section 2(e)(i) and subsequently withdrawn at the written request of Par Pharmaceutical shall be treated as a counted registration for purposes of this Section 2(e) unless such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (12upon request from the Company or otherwise) month period.to the Holders requesting registration at the time of their request for registration under this Section 2(e);
(iiie) If the Registration pursuant Company shall furnish to Section 1.01(a)(ii) is such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for an offering a registration statement to be made on filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2(e) shall be deferred for a continuous basis pursuant period not to Rule 415 under exceed 90 days from the Securities Act date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not exercise such right more than once in any twelve-month period. Subject to the foregoing clauses (or any successor provisionsa) through (a “Shelf Registration”e), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, requests of the Initiating Holders. The Company shall use ensure that its reasonable best efforts exercise of exceptions to prevent the issuance registration under Section 2(e)(i)(3) is fairly and evenly applied, on a pro-rata basis as appropriate, to all requests for registration originating from holders of any stop order suspending series of Preferred Stock that otherwise meet the effectiveness requirements of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentthis Section 2(e).
Appears in 1 contract
Sources: Investors' Rights Agreement (Optimer Pharmaceuticals Inc)
Request for Registration. In case the Company shall receive from Initiating ------------------------ Holders a written request that the Company effect a registration with respect to Registrable Securities, the Company will:
(i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder within ten (in such capacity, an “Initiating Investor”10) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly days give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, subject to the limitations set below, use its commercially reasonable best efforts to effect all such Registration registrations (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any effect such Registration registration pursuant to this Section 1.01(a)(iisubsection 1.2(a):
(A) at any time prior to 180 days from the date hereof;
(B) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act;
(C) after the Company has effected three (3) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(iisubsection 1.2(a) and such registrations have been declared or ordered effective;
(D) during the previous twelve period starting within the date sixty (1260) month period.days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iiiE) If if the Registration Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.01(a)(ii1.4 hereof. Subject to the foregoing clauses (A) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”C), the Company shall use reasonable best efforts file a registration statement covering the Registrable Securities so requested to maintain continuously be registered as soon as practical, but in effectany event within ninety (90) days, supplement and amendafter receipt of the request or requests of the Initiating Holders; provided, however, that if necessary, the Shelf Registration, as required Company shall furnish to such Holders a certificate signed by the instructions applicable President or Chief Executive Officer of the Company stating that in the good faith judgment of the Company's board of directors (the "Board of Directors"), it would be detrimental to the Company and its stockholders for such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall file, have the right to defer such filing for a period of not later more than 30 one hundred twenty (120) days after the furnishing of such prior Shelf Registration ceased a certificate of deferral; and provided, further, however, that the Board of Directors shall not exercise such right to be effective, and use its reasonable best efforts to cause to become effective defer a new Shelf Registration as soon as practicable. If, after filing more than once in any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement period of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momenttwelve (12) consecutive months.
Appears in 1 contract
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from the Purchaser a written request that the Company effect a Registration any registration, qualification, or compliance with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to Shares the Company of its election to cause an S-1 Demand, the Company will will: (A) promptly give written notice of the proposed Registration to the other Stockholder; and (Bi) as soon as practicable, use its commercially reasonable diligent best efforts to effect all such Registration registrations, qualifications and compliances (including, without limitationlimitations, filing the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor Purchaser's Shares as are specified in such request, together with all or such portion of the Registrable Securities Shares of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within thirty days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveCompany; provided that the Company shall not be obligated to effect, or take any action to effecteffect such registration, any such Registration qualification or compliance pursuant to this Section 1.01(a)(iiclause (i): (A) after After the Company has effected three (3) two such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(iisubparagraph (i) during the previous twelve and such registrations have been declared or ordered effective; or (12) month period.
(iiiB) If the Registration pursuant amount of securities being offered for sale is less than 25 percent of the Shares. Subject to Section 1.01(a)(iithe foregoing clauses (A) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”B), the Company shall use reasonable best efforts file a registration statement covering the Shares so requested to maintain continuously be registered as soon as practical, but in effectany event within ninety days, supplement and amendafter receipt of the request or requests of the Purchaser; provided, however, that if necessary, the Shelf Registration, as required Company shall furnish to such Purchaser a certificate signed by the instructions applicable President 163 of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and it stockholders for such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall file, have an additional period of not later more than 30 ninety days after within which to file such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentregistration statement.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Finet Holdings Corp)
Request for Registration. At any time after March 1, 2006 (i) Following such date being hereinafter referred to as the occurrence of the IPO"Demand Date"), subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause if the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will will:
(Aa) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bb) as soon as practicable, use its commercially all reasonable efforts to effect such Registration registration (including, without limitation, filing post-the execution of an undertaking to file post- effective amendments, appropriate qualification under applicable the blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2:
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(ii) less than ninety (90) calendar days after the effective date of any other registration declared or ordered effective other than a registration on Form S-3 or Form S-8;
(iii) if, while a registration request is pending pursuant to this Section 2, the Company has effected determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction involving the Company, the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such Registrations requested by material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such Initiating Investor good faith determination; provided, however, that the Company shall not utilize this right more than once in any twelve month period; or
(iv) except as set forth in Section 2.5, after the second such registration pursuant to this Section 1.01(a)(ii) during 2.1 has been declared or ordered effective. Subject to the previous twelve foregoing clauses (12) month period.
i), (ii), (iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act and (or any successor provisions) (a “Shelf Registration”iv), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Incentra Solutions, Inc.)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to effect shall receive from ------------------------ Initiating Holders a Registration written request that the Company file a registration statement under the 1933 Act with respect to all or a part Fifty Percent (50%) of the then outstanding shares of Registrable Securities held by such Initiating Investor on Form S-1 or with respect to shares of Registrable Securities having an expected aggregate offering price of at least Two Million Dollars (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”2,000,000). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will will:
(Ai) promptly give written notice of the proposed Registration such request to all other Holders; and
(ii) subject to the other Stockholder; and (B) limitations of Section 1.02(b), as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration under the 1933 Act (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act1933 Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii1.02:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act;
(B) Prior to the date six (6) months after the closing date of the Company's first registered public offering of its stock (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction);
(C) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to Initiating Holders' demand under this Section 1.01(a)(ii1.02; or
(D) during If the previous Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for a registration statement to be filed at such time, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.02 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of the written request from the Initiating Holders; provided, however, that the Company may not make such certification more than once every twelve (12) month period.
months. Subject to the foregoing clauses (iiiA) If the Registration pursuant to Section 1.01(a)(iithrough (D) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”)inclusive, the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 1 contract
Request for Registration. (ia) Following In addition to the occurrence of the IPOrights set forth in Articles 2 and 3 hereof, subject to Section 1.08, if a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause Holder or Holders request that the Company to effect file a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor registration statement on Form S-1 S-3 (or any successor formto Form S-3) in for a public offering of shares of Registrable Securities having an amount greater than aggregate offering price of at least $25 million dollars 1,000,000 (an “S-1 Demand”). In based on the event such Initiating Investor provides notice to closing market price as of the trading day immediately preceding the date of the request) and the Company of its election is a registrant entitled to cause use Form S-3 (or any successor form to Form S-3) to register such shares for such an S-1 Demandoffering, the Company will (A) promptly give written notice of shall use its best efforts to cause such shares to be registered for the proposed Registration to the other Stockholder; and (B) offering as soon as practicablepracticable on Form S-3 (or any such successor form to Form S-3); provided, use its commercially reasonable efforts however, that the Company shall not be required to effect more than two such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities registrations on behalf of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15Holders pursuant to this Article 4.1(a) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) aboveduring any consecutive 12 month period.
(iib) If Notwithstanding the Company shall receive from an Initiating Investorforegoing, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 1.01(a)(iiArticle 4:
(i) after in any particular jurisdiction in which the Company has effected three would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(3ii) if the Company, within ten (10) days of the receipt of the request of the Holder or Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within forty-five (45) days of receipt of such Registrations requested by such Initiating Investor pursuant request (other than with respect to this Section 1.01(a)(ii) during the previous twelve (12) month period.a registration statement relating to a Rule 145 transaction or an offering solely to employees);
(iii) If during the Registration period starting with the date of filing of, and ending on a date which is 180 days immediately following the effective date of, a registration statement described in (ii) above or filed pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act this Article 4 or Articles 2 or 3 hereof (or any successor provisionssuch shorter period as the managing underwriter of the Company’s most recent public offering may agree), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and provided, further, that no other person or entity could require the Company to file a registration statement in such period;
(c) Subject to the foregoing clauses (b) (a “Shelf Registration”i) through (iii), the Company shall use reasonable best efforts file a registration statement on Form S-3 covering the Registrable Securities so requested to maintain continuously be registered within 90 days after receipt of the request of the Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the Chairman or Chief Executive Officer of the Company stating that in effect, supplement and amend, if necessarythe good faith judgment of the Board of Directors of the Company, the Shelf Registrationregistration and distribution of the Registrable Securities covered or to be covered by such registration, as or the disclosure required by the instructions applicable to such registration form statement, would materially interfere with any pending material financing, acquisition or by corporate reorganization, or other material corporate development of the Securities ActCompany or its subsidiaries, until there are no remaining Registrable Securities.
(iv) If at any timeor would require premature disclosure thereof, and it is therefore essential to defer the Shelf Registration ceases to be effectivefiling of such registration statement, the Company shall filehave the right to defer such filing for a period of not more than 90 days, not later but in no event for a period longer than 30 105 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC or other governmental agency or authorityrequest of the Initiating Holders; and provided, further that the Company shall use its reasonable best efforts not be permitted to prevent the issuance of exercise such deferral right under this Section 4.1(c) or Section 2.1(c) hereof more than once in any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment360-day period.
Appears in 1 contract
Request for Registration. If the Company shall receive at ------------------------ any time after the earlier of (i) Following December 31, 2001 or (ii) six (6) months after the occurrence effective date of the IPO, subject to Section 1.08, first registration statement for a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction) a written request from a Holder or Holders that the Company effect a Registration registration, qualification or compliance with respect to all or a part at least 50% of the Registrable Securities held by such Initiating Investor on Form S-1 (Securities, or any successor formlesser number of shares of Registrable Securities if the anticipated aggregate offering price exceeds $15,000,000, the Company will:
(i) in an amount greater than $25 million dollars (an “S-1 Demand”). In within ten days of the event such Initiating Investor provides notice to receipt by the Company of its election to cause an S-1 Demandsuch notice, the Company will (A) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If Company. Notwithstanding the Company shall receive from an Initiating Investorforegoing, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii2.5:
(A) after In any particular jurisdiction in which the Company would be required to qualify as a foreign corporation, subject itself to taxation in that jurisdiction or 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;
(B) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company's first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(C) After the Company has effected three (3) two such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii2.5(a) during covering all shares requested to be registered by the previous twelve (12) month period.Holders initiating or joining such request, and such registrations have been declared or ordered effective; or
(iiiD) If the Registration pursuant Company shall furnish to Section 1.01(a)(ii) is such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for an offering a registration statement to be made on filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.5 shall be deferred for a continuous basis pursuant period not to Rule 415 under exceed 90 days from the Securities Act date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any twelve-month period. Subject to the foregoing clauses (or any successor provisionsA) through (a “Shelf Registration”D), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentHolders.
Appears in 1 contract
Request for Registration. (ia) Following Commencing on the occurrence of the IPOEffective Date, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause if the Company shall receive a written request (specifying that it is being made pursuant to effect a Registration with respect to all or a part this Section 2) from the Holders of more than ten percent (10%) of the Registrable Securities held by such Initiating Investor on Form S-1 (that the Company file a registration statement under the 1933 Act, or a similar document pursuant to any successor form) other statute then in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice effect corresponding to the Company of its election to cause an S-1 Demand1933 Act, covering the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder; and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities that are the subject of the Initiating Investor as are specified in such request, together with all or such portion then the Company shall file a registration statement under the 1933 Act on an appropriate form (which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15distribution) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of covering such Registrable Securities of the Initiating Investor as are specified in such request, together with and shall use its best efforts to cause all or such portion of the Registrable Securities of that the other Stockholder joining in such request as are specified in a written request of Holders have requested be registered to be registered under the other Stockholder received by the Company within fifteen 1933 Act; provided, however, that (15i) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effectprepare, or take any action file and cause to effect, any such Registration become effective pursuant to this Section 1.01(a)(ii2(a) after a registration statement unless the proposed aggregate public offering price of the securities to be included in such registration statement is at least five million Dollars ($5,000,000) and (ii) the rights of the Holders under this Section 2(a) shall be subject to the provisions of the Lock-Up Agreements.
(b) Notwithstanding the foregoing, if the Company has effected shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that, in the reasonable determination of the Board of Directors of the Company, there exists circumstances not yet disclosed to the public which would be required to be disclosed in a registration statement filed pursuant to Section 2(a) and the disclosure of which would be materially harmful to the Company or its stockholders, then the Company's obligation to file such a registration statement shall be deferred for a period not to exceed three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.months;
Appears in 1 contract
Request for Registration. In case the Company shall receive from the Initiating Holders a written request that the Company effect any registration with respect to Registrable Securities the reasonably expected aggregate offering price of which equals or exceeds $5,000,000 including underwriting discounts and commissions, the Company will:
(i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder within ten (in such capacity, an “Initiating Investor”10) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of days after its election to cause an S-1 Demand, the Company will (A) promptly receipt thereof give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing preparation of a registration statement and prospectus complying as to form with the requirements of the Securities Act, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities of the Initiating Investor as are is specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within 20 days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any effect such Registration registration pursuant to this Section 1.01(a)(ii2.2:
(A) after Prior to the earlier of (1) June 30, 1 998, or (2) one hundred and eighty (180) days following the effective date of the Company's first registered offering to the general public of its securities for its own account; or
(B) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(C) After the Company has effected three (3) two such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(iisubsection 2.2(a) during the previous twelve (12) month periodand such registrations have been declared or ordered effective.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 1 contract
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder; and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at At any time after the Company is eligible to register Registrable Securities earlier of (i) the one (1) year anniversary of date hereof or (ii) such time as the closing bid price for the Common Stock equals at least five (5) times the closing bid price of the Common Stock on Form S-3the date hereof, a Holder may make a written request that to the Company effect (a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000"DEMAND REQUEST"), for the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued registration under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution Act of all or part of such portion Holder's Registrable Shares (a "DEMAND REGISTRATION") so as to permit a public offering and sale of such Registrable Securities of Shares for up to twelve (12) consecutive months in accordance with the Initiating Investor as are manner specified in such requestnotice; provided, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided however, that the Company shall not be obligated to effectregister Registrable Securities pursuant to such request: (i) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration when it was not then so qualified and had not filed such a consent; (ii) if the Company determines upon advice of counsel to the Company that the filing of such a registration statement would require the disclosure of material non-public information about the Company, the disclosure of which could have a material adverse effect on the business or take financial condition of the Company and provides written notice of such determination to the requesting Holders, in which event no such registration statement shall be filed until the earlier of the lapse of ninety (90) days from the date of delivery of such notice or the Company's determination that such information is no longer required to be disclosed, is not material or non-public or its disclosure would not have a material adverse effect on the business or financial condition of the Company; provided, however, that (A) the Company shall evaluate all relevant facts and circumstances no less often than once every thirty (30) days in order to determine whether such information is no longer required to be disclosed, is not material or non-public or its disclosure would not have a material adverse effect on the business or financial condition of the Company and shall promptly notify the requesting Holders of such determination; and (B) the Company may not exercise its right under this clause (ii) and clause (iii) below more than once in any action to effect, 12-month period and the aggregate number of days of any such deferral shall not exceed 90; or (iii) if the Company is in the process of consummating an underwritten primary registration at the time that a Demand Request is made, and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions such Demand Registration would have a Material Adverse Effect on the Company's underwritten primary registration; provided, however, that (A) a copy of such written opinion shall be promptly provided to each Requesting Holder; (B) within twenty (20) days after receiving such written opinion, the Holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such request by giving notice to the Company and, if so withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement; and (C) a deferral of the filing of a registration statement pursuant to this clause (iii) shall be lifted, and the requested registration statement shall be filed forthwith upon the effectiveness of the Company's underwritten primary registration. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2(a) within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Holders of Registrable Securities shall have been entitled to join pursuant to this Section 1.01(a)(ii2 or Section 3 hereof and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been so requested. Such request shall specify the number of Registrable Shares proposed to be sold and the intended method of disposition thereof. Upon receipt of such request, the Company shall promptly (but in any event within ten (10) days after receipt) give written notice of such registration request to all Holders. Such Holders shall have the right, by giving written notice to the Company within ten (10) days after the receipt of notice from the Company, to elect to have included in such registration all or part of their Registrable Shares as such Holders may request in such notice of election. Each such request will also specify the number of Registrable Shares to be registered and the intended method of disposition thereof. The Company has effected three shall file the Demand Registration within (3i) forty-five (45) days if the Company is eligible to use Form S-3 or any substitute form adopted by the Commission ("SHORT-FORM REGISTRATION") or (ii) sixty (60) days if the Company is not eligible to use such Short-Term Registration, after receiving a Demand Request (the "REQUIRED FILING DATE") and shall use its best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Notwithstanding the foregoing, in no event shall the Company be required to effect more than two (2) Demand Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant 2(a); provided, however, that if a Holder elects to Section 1.01(a)(ii) is for an offering to be made on include all or part of such Holder's Registrable Shares in a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Demand Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to shall not be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration counted as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement one of the SEC or other governmental agency or authority, registrations permitted hereunder unless such Holder is permitted to include in the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness Demand Registration all of the Shelf Registration or of any order preventing or suspending Registrable Shares that it desires to sell due to the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentlimitations contained in Section 2(d) hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (E Sync Networks Inc)
Request for Registration. (i) Following If the occurrence of the IPOCompany shall receive from an Initiating Holder, subject to Section 1.08at any time from and after September 30, 2002, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(A1) promptly give written notice of the proposed Registration registration, qualification or compliance to all other Holders; provided that such notice shall not be required to be given to any Affiliate of the Investor (if provided to the Investor) or to any Holder (other Stockholderthan the Investor) that is described in clause (y) of the definition of Holder if such Holder is not known by the Company to be such; and and
(B2) as soon as practicable, use its commercially reasonable diligent best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 10 business days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2(a):
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(B) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii2(a) during and such registrations have been declared or ordered effective and the previous twelve (12) month period.
(iii) If the Registration sales of such Registrable Securities shall have closed; The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 1.01(a)(ii2(a)(ii) is for an offering below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to be made on include their securities in any such registration ("Other Stockholders"). In the event any Holder requests a continuous basis registration pursuant to Rule 415 under the this Section 2(a) in connection with a distribution of Registrable Securities Act (or any successor provisions) (a “Shelf Registration”)to its equity owners, the Company registration shall use reasonable best efforts to maintain continuously in effect, supplement and amendprovide for the resale by such equity owners, if necessaryrequested by such Holder. The registration rights set forth in this Section 2 may be assigned, the Shelf Registration, as required by the instructions applicable to such registration form in whole or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issuedin part, to obtain the withdrawal any transferee of any such order at the earliest possible momentRegistrable Securities (who shall be bound by all obligations of this Agreement).
Appears in 1 contract
Sources: Registration Rights Agreement (Claridge Israel LLC)
Request for Registration. (ia) Following In addition to the occurrence of rights set forth in Articles 2 and 3 hereof, if the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause Investor requests that the Company to effect file a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor registration statement on Form S-1 S-3 (or any successor formto Form S-3) for a public offering of shares of Registrable Securities in an amount greater than $25 million dollars (an “S-1 Demand”). In which the event such Initiating Investor provides notice reasonably anticipated aggregate price to the public, net of underwriting discounts and fees, would exceed $500,000 and the Company of its election is a registrant entitled to cause use Form S-3 (or any successor form to Form S-3) to register such shares for such an S-1 Demandoffering, the Company will (A) promptly give written notice of shall use its best efforts to cause such shares to be registered for the proposed Registration to the other Stockholder; and (B) offering as soon as practicable, use its commercially reasonable efforts practicable on Form S-3 (or any such successor form to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) aboveForm S-3).
(iib) If Notwithstanding the Company shall receive from an Initiating Investorforegoing, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 1.01(a)(iiArticle 4:
(i) after in any particular jurisdiction in which the Company has effected three 5 would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(3ii) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) more than once in any twelve-month period.
(iiic) If Subject to the Registration pursuant to Section 1.01(a)(iiforegoing clauses (i) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act and (or any successor provisions) (a “Shelf Registration”ii), the Company shall use reasonable best efforts file a registration statement on Form S-3 covering the Registrable Securities so requested to maintain continuously be registered as soon as practicable after receipt of the request of the Investor; provided, however, that if the Company shall furnish to the Investor a certificate signed by the chief executive officer of the Company stating that in effectthe good faith judgment of the Board of Directors of the Company, supplement it would be seriously detrimental to the Company and amend, if necessary, the Shelf Registrationits shareholders, as required by the instructions applicable to result of a pending corporate transaction, for such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled on or before the date filing would be required, and it is therefore essential to defer the filing of such registration statement, the Company shall file, have the right to defer such filing for a period of not later more than 30 90 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC or other governmental agency or authorityrequest of the Investor (provided, however, that the Company shall use its reasonable best efforts not be permitted to prevent the issuance of exercise such deferral right under this Section 4.1(c) or Section 2.1(b) hereof more than once in any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment365-day period).
Appears in 1 contract
Request for Registration. If the Company shall receive from Initiating Holders at any time or times not earlier than the earlier of (i) Following December 6, 2002 or (ii) six (6) months after the occurrence effective date of the IPO, subject first registration statement filed by the Company covering a firmly underwritten offering of any of its Common Stock to Section 1.08the general public (an “Initial Registration”), a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by having an aggregate offering price, net of underwriting discounts, commissions and expenses, exceeding either (A) seven million five hundred thousand dollars ($7,500,000) if such Initiating Investor on Form S-1 registration is not the Company’s Initial Registration or (or any successor formB) in an amount greater than $25 ten million dollars (an “S-1 Demand”). In $10,000,000) if such registration is the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandCompany’s Initial Registration, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing post-–effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and take such action as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all mailed or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the delivered. The Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii1.3:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) After the Company has effected three initiated two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii1.3(a) during (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the previous twelve (12) month period.Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and would, absent such election, have been required to bear such expenses);
(iiiC) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(D) If the Registration Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S–3 pursuant to a request made under Section 1.01(a)(ii1.6 hereof;
(E) is for an If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be made on a continuous basis pursuant to Rule 415 under the Securities Act unreasonably withheld); or
(or any successor provisionsF) (a “Shelf Registration”), If the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there Initiating Holders are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, unable to obtain the withdrawal commitment of any such order at the earliest possible momentunderwriter described in clause (E) above to firmly underwrite the offer.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Magma Design Automation Inc)
Request for Registration. (i) Following If, at any time after a period of six ------------------------ months from the occurrence Closing Date, one or more Holders holding in the aggregate at least 10% of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause outstanding Registrable Securities request that the Company to effect file a Registration registration statement under the Securities Act with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 Holder or Holders (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”a "Demand Registration"). In the event such Initiating Investor provides notice to , as soon as practicable thereafter the Company shall use its best efforts to file a registration statement with respect to all Registrable Securities that it has been so requested to include and obtain the effectiveness thereof, and to take all other action necessary under any Federal or state law or regulation to permit the Registrable Securities that are specified in the notices of its election the Holders or holders thereof to cause an S-1 Demandbe sold or otherwise disposed of, and the Company shall maintain such compliance with each such Federal and state law and regulation for the period necessary for such Holders or Holders to effect the proposed sale or other disposition; provided, however, the Company will shall be -------- ------- entitled to defer such registration for a period of (Ai) up to ninety (90) days if and to the extent that its Board of Directors shall determine that such registration would interfere with a pending corporate transaction or (ii) up to 120 days following the effective date of any registration statement previously filed by the Company under the Securities Act, other than registration statement of the type described in clauses (i) through (iv) of Section 5.2(a) hereof. The Company shall promptly give written notice of the proposed Registration to the other Stockholder; Holders of any Registrable Securities who or that have not made a request to the Company pursuant to the provisions of this Section 5.3(a) of its intention to effect any required registration or qualification, and (B) as soon as practicable, shall use its commercially reasonable best efforts to effect as expeditiously as possible such Registration (including, without limitation, filing post-effective amendments, appropriate registration or qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such other Registrable Securities that are then held, the Holder or Holders of the Initiating Investor as are specified in which have requested such requestregistration or qualification, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days days after written such notice from has been given by the Company is given under Section 1.01(a)(i)(A) above.
(ii) If Company, as provided in the preceding sentence. The Company shall receive from an Initiating Investor, at any time after the Company is eligible be required to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all registration or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 1.01(a)(ii5.3(a) after in the Company has effected aggregate on three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month periodoccasions only.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 1 contract
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive ------------------------ from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part at least 20% of the aggregate number of Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demandthen outstanding, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect all such Registration registrations, qualifications and compliances (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws and appropriate compliance with applicable exemptive regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) aboveCompany; provided that the Company shall not be obligated to effect, or take any action to effecteffect such registration, any such Registration qualification or compliance pursuant to this Section 1.01(a)(ii1.2:
(A) at any time prior to the earlier of (i) six (6) months following the effective date of the registration statement under the Securities Act for the Company's initial registered underwritten public offering (the "IPO") of its securities to the general public (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction) or (ii) October 31, 2001;
(B) in any particular jurisdiction in which the Company would be required to execute a general qualification or compliance unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act;
(C) after the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii1.2(a) during and such registrations have been declared or ordered effective;
(D) unless the anticipated aggregate proceeds, net of underwriting discounts and commissions, for such registration exceeds seven million five hundred thousand dollars ($7,500,000) prior to or at the Company's IPO and five million dollars ($5,000,000) after the Company is a reporting company under the Securities Exchange Act of 1934 as amended immediately prior to the time of such offering; or
(E) if the Company has effected a demand registration pursuant to this Section 1.2 within the previous twelve (12) month period.
months of receipt of a demand registration request from Initiating Holders. Subject to the foregoing clauses (iiiA) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”E), the Company shall use reasonable best efforts file a registration statement covering the Registrable Securities so requested to maintain continuously be registered as soon as practicable, but in effectany event within one hundred twenty (120) days if the registration statement being filed is not the initial registered public offering of the Company's equity securities), supplement and amendafter receipt of the request or requests of the Initiating Holders; provided, however, that if necessary, the Shelf Registration, as required Company shall furnish to such holders a certificate signed by the instructions applicable President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its shareholders for such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases statement to be effectivefiled at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall file, have an additional period of not later more than 30 one hundred twenty (120) days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement the expiration of the SEC initial 120-day period (or other governmental agency or authority90-day period, as applicable) within which to file such registration statement; provided, however, that the Company shall use its reasonable best efforts to prevent the issuance of may not utilize this right more than once in any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momenttwelve month period.
Appears in 1 contract
Request for Registration. (i) Following If at any time after one hundred eighty (180) days (subject to extension in order to permit the occurrence underwriters to comply with NASD Conduct Rule 2711 (or any similar successor rule)) following the effective date of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause first registration statement filed by the Company covering an underwritten offering of any Company Securities to effect the general public (“IPO”), the Company shall receive from a Registration with respect to all or a part Demand Holder (holding at least twenty-five percent (25%) of the Registrable Securities held by such Initiating Investor on Form S-1 all Demand Holders at the time of the request for registration) a written request that the Company effect any registration, qualification and compliance with respect to shares of Registrable Securities, the Company shall: (or any successor formA) in an amount greater than $25 million dollars within thirty (an “S-1 Demand”). In 30) days of the event such Initiating Investor provides notice to receipt by the Company of its election to cause an S-1 Demandsuch notice, the Company will (A) promptly give written notice of the proposed Registration registration, qualification or compliance to the other StockholderDemand Holders; and (B) as soon as practicablewithin fifty (50) days of the receipt by the Company of such notice, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder Demand Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company. The Company is given under shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1.01(a)(i)(A2.1(a) aboveafter the Company has initiated four (4) such registrations pursuant to this Section 2.1(a) (counting for these purposes only registrations which have been declared or ordered effective), and in no event shall the Company be required to effect more than one (1) such registration hereunder within any ninety (90) day period.
(ii) If Notwithstanding the Company shall receive from an Initiating Investorforegoing, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 1.01(a)(ii2.1 during the period starting with the date thirty (30) after days prior to the Company’s estimated date of filing of, and ending on the date ninety (90) days immediately following, the effective date of any registration statement pertaining to Company Securities (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use actively employing in good faith commercially reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause such registration statement to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 1 contract
Sources: Registration Rights Agreement (Mirion Technologies, Inc.)
Request for Registration. (i) Following If at any timeon or after the occurrence maturity date of the IPONote, subject or from time to Section 1.08time thereafter, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Holder requests that the Company to effect file a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor registration statement on Form S-1 S-3 (or any successor formform to Form S-3) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to for a public offering of Registrable Securities and the Company of its election is a registrant entitled to cause use Form S-3 to register the Registrable Securities for such an S-1 Demandoffering, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder; and (B) as soon as practicable, shall use its commercially reasonable best efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities of to be registered for the Initiating Investor as are specified in offering on such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible form and to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of cause such Registrable Securities of the Initiating Investor as are specified to be qualified in such jurisdictions as the Holder may reasonably request. Notwithstanding the foregoing, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration pursuant to this Section 1.01(a)(ii) after the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii2 and SECTION 3 more than one (1) is for an offering time per calendar year. Subject to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”)foregoing, the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effectiveregistered as soon as practicable, after receipt of the request or requests of the Holder. Notwithstanding the foregoing, the Company shall filebe entitled to defer for a reasonable period of time, but not later than 30 in excess of 120 days, the filing or any other actions with respect to any registration statement otherwise required to be prepared and filed by it under this SECTION 3 if (i) (A) the Company is at such time conducting or about to conduct an underwritten public offering of its securities for its own account and the Board of Directors of the Company determines in good faith that such offering by the Company would be materially adversely affected by such registration requested by the Holder(s), (B) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Board of Directors of the Company determines in good faith that the Company's ability to pursue or consummate such transaction would be materially adversely affected by such registration requested by the Holder(s), or (C) the Company is in possession of material nonpublic information concerning it or its business and affairs and the Board of Directors of the Company determines in good faith that the prompt public disclosure of such information in such registration requested by the Holder(s) would have a material adverse effect on the Company; and (ii) the Company so notifies the requesting Holder(s) within ten (10) days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement the Company's receipt of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any registration request from such order is issued, to obtain the withdrawal of any such order at the earliest possible momentHolder(s).
Appears in 1 contract
Request for Registration. (i) Following In the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause event the Company to shall receive from Initiating Holders a request that the Company effect a Registration any registration, qualification, or compliance under the Act with respect to all or a part any portion of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company will:
(i) within twenty days of its election to cause an S-1 Demandthe Company’s receipt of such notice, the Company will (A) promptly give written notice of the proposed Registration registration, qualification, or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification, or compliance (including, including without limitation, filing post-post effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations registrations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or such Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification, or compliance pursuant to this Section 1.01(a)(ii5:
(1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; or
(2) if the anticipated aggregate offering price of the Registrable Securities proposed to be registered could not be reasonably determined by the Initiating Holders at the time of their request for registration to be at least $5 million; or
(3) prior to the earlier of (i) [March 1,2005] or (ii) the date six months immediately following the effective date of any registration statement pertaining to the initial public offering of securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); or
(4) after the Company has effected three (3) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.5(a), and such registrations have been declared or ordered effective; or
(iii5) If at any time during which the Registration Company is qualified to use Form S-3 for registration of the Registrable Securities, provided the Company treats the Initiating Holders’ request as a request for registration pursuant to Section 1.01(a)(ii7 and promptly proceeds to effect such registration; or
(6) is if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for an offering a registration statement to be made on filed in the near future, whereby the Company’s obligations to use its best efforts to register, qualify or comply under this Section 5(a) shall be deferred for a continuous basis pursuant period of up to Rule 415 under 120 days; provided, however, that the Securities Act Company shall not exercise such right more than once in a twelve month period. Subject to the foregoing clauses (or any successor provisions1) through (a “Shelf Registration”6), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, reasonably practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 1 contract
Sources: Registration Rights Agreement (Acorda Therapeutics Inc)
Request for Registration. If the Company shall receive from Initiating Holders at any time or times after the earlier of (i) Following February 14, 2005 or (ii) one (1) year after the occurrence effective date of the IPO, subject first registration statement filed by the Company covering an underwritten offering of any of its securities to Section 1.08the general public, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause written request that the Company to effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 the aggregate proceeds of which (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice after deduction for underwriter’s discounts and expenses related to the Company of its election to cause an S-1 Demand, issuance) exceed $8,000,000 the Company will will:
(Ai) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws laws, and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all mailed or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the delivered. The Company shall not be obligated to effect, or to take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii1.2:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) After the Company has effected three (3) initiated two such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii1.2(a) during (counting for these purposes only a registration which has been declared or ordered effective and pursuant to which securities have been sold and any registration which has been withdrawn by the previous twelve (12) month period.Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses);
(iiiC) During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(D) If the Registration Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 1.01(a)(ii1.5 hereof;
(E) is for an If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be made on a continuous basis pursuant to Rule 415 under the Securities Act unreasonably withheld); or
(or any successor provisionsF) (a “Shelf Registration”), If the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there Initiating Holders are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, unable to obtain the withdrawal commitment of any such order at the earliest possible momentunderwriter described in clause (E) above to firmly underwrite the offer.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Sirf Technology Holdings Inc)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration with respect to all or a part shares of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable efforts to effect such Registration registration as part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Initiating Holders and the Company (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in by delivering a written request of notice to such other Stockholder received by effect to the Company within fifteen (15) Business Days twenty days after the date of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If Company. Notwithstanding the Company shall receive from an Initiating Investorforegoing, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect or complete any such Registration registration pursuant to this Section 1.01(a)(ii5.1:
(A) Prior to the earlier of (i) one year after the effective date of the Company's first registered public offering of its Common Stock or (ii) five years from the date hereof;
(B) Unless the requested registration would have an aggregate offering price of all Registrable Securities sought to be registered by all Holders, net of underwriting discounts and commissions, exceeding $5,000,000;
(C) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;
(D) After the Company has effected two registrations pursuant to this Section 5.1(a) in which the Initiating Holders were able to sell at least 50% of the Registrable Securities sought to be included and such registration has been declared or ordered effective;
(E) If the Initiating Holders are able to request a registration on Form S-3 pursuant to Section 5.3 hereof;
(F) Within twelve months after the Company has effected three (3) such Registrations requested by such Initiating Investor a registration pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.5.1(a), and such registration has been declared or ordered effective; or
(iiiG) If the Registration pursuant Company shall furnish to Section 1.01(a)(iithe Initiating Holders a certificate signed by the President of the Company (i) is giving notice of its bona fide intention to effect the filing of a registration statement with the Commission, or (ii) stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for an offering a registration statement to be made on filed in the near future. In such case, the Company's obligation to use its commercially reasonable efforts to register, qualify or comply under this Section 5.1(a) shall be deferred one or more times for a continuous basis pursuant period not to Rule 415 under exceed 180 days from the Securities Act receipt of the request to file such registration by such Initiating Holder or Holders, provided that the Company may not exercise this deferral right more than once per twelve month period. Subject to the foregoing clauses (or any successor provisionsA) through (a “Shelf Registration”G), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, practicable after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentInitiating Holders.
Appears in 1 contract
Request for Registration. If the Company shall receive at any ------------------------ time after the earlier of (iA) Following December 31, 2002 or (B) six (6) months after the occurrence effective date of the IPOfirst registration statement for a public offering of securities of the Company (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, subject to Section 1.08stock purchase or similar plan or an SEC Rule 145 transaction), a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect written request from Holders of at least a Registration with respect to all or a part majority of the Registrable Securities held by such Initiating Investor on Form S-1 that the Company effect any registration, qualification or compliance with respect to at least thirty-five percent (35%) of the Registrable Securities, or any successor formlesser number of shares of Registrable Securities if the anticipated aggregate offering price exceeds $10,000,000, the Company will:
(i) in an amount greater than $25 million dollars (an “S-1 Demand”). In within 20 days of the event such Initiating Investor provides notice to receipt by the Company of its election to cause an S-1 Demandsuch notice, the Company will (A) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If Company. Notwithstanding the Company shall receive from an Initiating Investorforegoing, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii2.5:
(A) after In any particular jurisdiction in which the Company would be required to qualify as a foreign corporation, subject itself to taxation in that jurisdiction or 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;
(B) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(C) After the Company has effected three (3) two such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii2.5(a) during the previous twelve (12) month period.and such registrations have been declared or ordered effective, provided further, that all Registrable Securities requested to be included in such registration were in fact included in such registration; or
(iiiD) If the Registration pursuant Company shall furnish to Section 1.01(a)(ii) is such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for an offering a registration statement to be made on filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.5 shall be deferred for a continuous basis pursuant period not to Rule 415 under exceed 120 days from the Securities Act date of receipt of written request from the Holders; provided -------- however, that the Company shall not exercise such right more than once in any ------- twelve-month period. Subject to the foregoing clauses (or any successor provisionsA) through (a “Shelf Registration”D), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentHolders.
Appears in 1 contract
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If at any time the Company shall receive a ------------------------ written request (specifying that it is being made pursuant to effect a Registration with respect to all or a part this paragraph 2) from the Holders holding more than thirty percent (30%) of the Registrable Securities held by such Initiating Investor on Form S-1 (all Holders at that time outstanding that the Company file a registration statement or any successor form) in an amount greater similar document under the Act, covering the registration of Registrable Securities with a market value of not less than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand10,000,000, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder; and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If then the Company shall receive from an Initiating Investor, at any time after the Company is eligible promptly notify all other Holders of such request and shall use its best efforts to register cause all Registrable Securities on Form S-3, that Holders have requested by so registered to be registered under the Act. The Company shall be obligated to effect two (2) registrations per calendar year pursuant to this paragraph 2). At the option of a written request that the Company effect a Registration with respect to all or a part majority-in-interest of the Registrable Securities held by such Initiating Investor on Form S-3 in selling Holders, any registration under this paragraph 2 must be for an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice underwriter or underwriters of the proposed Registration recognized national standing reasonably acceptable to the other StockholderCompany. Notwithstanding the foregoing, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action cause a registration statement to effect, any such Registration be filed and declared effective pursuant to this Section 1.01(a)(ii) after 2, or if the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) registration statement is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall filemay request the Holders not to (and upon such request the Holders hereby agree not to) make any sales pursuant thereto, not later than 30 for up to two periods of ninety (90) days after such prior Shelf Registration ceased to be effectiveeach, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts specify, provided that the Company shall furnish to prevent each such Holder a certificate signed by the issuance of any stop order suspending President, the effectiveness Chief Executive Officer or a Vice President or a Vice Chairman of the Shelf Registration Company stating that in the good faith judgment of the Company it would be detrimental to the Company or of any order preventing its shareholders for a registration statement to be filed or suspending the use of any prospectus and, if any such order is issued, for sales to obtain the withdrawal of any such order at the earliest possible momentoccur under an effective registration statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Hyperion Telecommunications Inc)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to shall receive from an Initiating Holder a written request that the Company effect a Registration any registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In and specifying the event such Initiating Investor provides notice to the Company intended method of its election to cause an S-1 Demanddisposition thereon, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders of Registrable Securities promptly, and in any event within 10 business days; and and
(Bii) as soon as practicable, use its commercially reasonable diligent best efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) registration as may be so requested (in accordance with the intended method thereof as aforesaid) and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen ten (1510) Business Days business days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A9.2(a)(i) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii9.2:
(A) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(B) After the Company has effected three four (34) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii) during 9.2 and such registrations have been declared or ordered effective and the previous twelve (12) month period.sales of such Registrable Securities shall have closed; provided that any Holder may participate in any such registration to the extent provided in Section 9.2 if the registration as the result of a request of another Initiating Holder;
(iiiC) If the Registration Registrable Securities requested by all Holders to be registered pursuant to Section 1.01(a)(iisuch request have an anticipated aggregate public offering price (before any underwriting discounts and commissions) is for an offering of less than $20,000,000; or
(D) If in the good faith judgment of the Board based upon the written opinion of a nationally recognized investment banking firm selected by the Company and reasonably acceptable to the Holders, such registration would have a material adverse effect on the market price of the shares of Common Stock, the Company shall have the right to limit the number of Registrable Securities requested by all Holders to be made on a continuous basis registered pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”)such request; provided, however, that the Company shall use reasonable best commercial efforts to maintain continuously in effect, supplement and amend, if necessary, register not less than fifty percent (50%) of the Shelf Registration, as required by the instructions applicable to such registration form or by the number of Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases requested to be effective, registered or to facilitate a private sale of such number of Registrable Securities to institutional investors in a manner that would ameliorate the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal anticipated material adverse effect of any such order at sale on the earliest possible momentmarket price of the shares of Common Stock; provided, further, that in the event the total number of shares that the Selling Holders (as hereinafter defined) shall request to be registered by the Company equals a number that is equal to or less than twenty percent (20%) of the then outstanding shares of Common Stock, then the provisions of this Subsection (i)(E) shall not apply; The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 9.2(b) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration.
Appears in 1 contract
Sources: Shareholders' Agreement (Principal Mutual Life Insurance Co)
Request for Registration. If at any time after the earlier to occur of (ix) Following June 6, 2006 and (y) the occurrence date which is one hundred eighty (180) days after the closing of the IPOCompany’s first registered public offering of securities, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company shall receive from Initiating Holders a written request (specifying that it is being made pursuant to this Section 2.2(a)) that the Company effect a Registration any registration, qualification or compliance with respect to all or a part at least twenty percent (20%) of the Registrable Securities then held by such Initiating Investor on Form S-1 Holders (or any successor form) in an amount greater than lesser number of shares if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $25 million dollars (an “S-1 Demand”10,000,000). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (Ai) promptly within ten (10) days of the receipt by the Company of such notice, give written notice of the proposed Registration registration, qualification or compliance to the all other Stockholder; Holders and (Bii) as soon as practicablepracticable (but in no event more than ninety (90) days after receipt by the Company of such notice), use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii2.2(a):
(i) after In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date ninety (90) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 of the Securities Act transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(iii) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”2.2(a), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form registrations have been declared or by the Securities Act, until there are no remaining Registrable Securities.ordered effective; and
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after furnish to such prior Shelf Registration ceased Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Company’s Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be effectivefiled in the near future, and then the Company’s obligation to use its reasonable best efforts to cause register, qualify or comply under this Section 2.2 shall be deferred for a period not to become effective a new Shelf Registration as soon as practicable. Ifexceed ninety (90) days from the date of receipt of written request from the Initiating Holders; provided, after any Shelf Registration has become effectivehowever, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, that the Company shall use its reasonable best efforts to prevent the issuance of not exercise such right more than once in any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momenttwelve-month period.
Appears in 1 contract
Request for Registration. (ia) Following At any time from and after the occurrence of date hereof, the IPO, subject Investor may make a written request to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause the Company to effect file a Registration with respect to registration statement under the Securities Act covering all or a part of the Registrable Securities then held by the Investor. No later than 30 days following its receipt of such Initiating Investor on Form S-1 written request (or any successor form) in an amount greater than $25 million dollars (an the “S-1 DemandDemand Registration Filing Date”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand, the Company will (A) promptly give written notice prepare and file with the Commission a registration statement under the Securities Act covering all of the proposed Registration Registrable Securities requested to be included therein, and the other Stockholder; and (B) Company will use its reasonable best efforts to obtain the effectiveness of such registration as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and practicable as would permit or facilitate the sale original issuance or subsequent resale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such requestsecurities requested to be registered. If, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If however, the Company shall receive from an Initiating Investor, at any time after furnish to the Investor a certificate signed by the Chief Operating Officer of the Company is eligible prior to register Registrable Securities on Form S-3the Demand Registration Filing Date stating that, a written request that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company effect and its shareholders for such registration statement to be filed by reason of a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000)material pending transaction, the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that then the Company shall have the right to defer such filing for a period of not more than 90 days after the Demand Registration Filing Date. Such registration statement shall contain (unless the Investor otherwise directs) substantially the “Plan of Distribution” attached hereto as Annex A.
(b) The Company shall be obligated to effect, or take any action to effect, any such Registration effect only one registration pursuant to this Section 1.01(a)(ii) after 2.1, subject to the Company has effected three (3) such Registrations requested by such Initiating Investor provisions of Section 2.2. If any registration is commenced pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) 2.1 and is not consummated for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) reason whatsoever (a “Shelf Failed Registration”), such Failed Registration shall not be deemed to constitute a registration under this Section 2.1 and the Company Investor shall use reasonable best efforts retain its rights pursuant to maintain continuously this Section 2.1. Any expenses in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securitiesconnection with a Failed Registration shall be paid in accordance with Article 4 hereof.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 1 contract
Sources: Registration Rights Agreement (Bell Industries Inc /New/)
Request for Registration. (ia) Following If after the occurrence date AROC shall receive a request from any holder of Registrable Securities (including Warrants) that AROC effect any registration under the IPO, subject Securities Act to which such holder is entitled under this Section 1.08, a Stockholder 3 (in such capacity, an “Initiating Investor”including without limitation any related qualification under or compliance with blue sky or other state securities laws) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held owned by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demandholder, the Company will (A) then AROC shall promptly give written notice of the proposed Registration such request to the each other Stockholder; holder of Registrable Securities, and (B) as soon as practicable, AROC shall thereupon promptly use its commercially reasonable best efforts diligently to effect such Requested Registration and related qualifications and compliances within 120 days after receiving such request for registration (including, including without limitation, filing limitation the execution of an undertaking to file post-effective amendments, amendments and appropriate qualification qualifications under or other compliance with the applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Actlaws) as may be so reasonably requested by the holder of Registrable Securities who made the original request (the "Original Requesting Holder") and by the holders of Registrable Securities who make requests to AROC within 15 days after the giving of the aforesaid notice by AROC (each of the foregoing an "Other Requesting Holder") and as would permit or facilitate the sale and distribution of all or such portion of such the Registrable Securities of the Initiating Investor as are specified in any such request; provided, together with all however, that AROC shall not be obligated to take any action to effect a Requested Registration or any related qualification or compliance pursuant to this Section 3:
(i) if the Requesting Holders do not request to include in such portion registration Registrable Securities (issued or issuable on exercise of the Registrable Securities Warrants) having an aggregate Current Adjustment Price (as defined in the Warrants), determined as of the other Stockholder joining in such request as are specified in a written request date of such other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given Original Requesting Holder under Section 1.01(a)(i)(A3.01(a) above.of (A) at least $750,000 for the holders' first Requested Registration or (B) at least $250,000 for the holders' second Requested Registration;
(ii) if AROC shall have already effected two Requested Registrations on behalf of the holders of Registrable Securities pursuant to this Section 3.01, each of which Requested Registrations (A) has been declared or ordered effective (including without limitation qualification under or other compliance with state blue sky or securities laws requested) and which effectiveness has not been suspended or stopped by any governmental or judicial authority, and (B) remains continuously effective for a period of time not less than the Effective Period; or
(iii) if, within 30 days after receipt of the initial request of the Original Requesting Holder pursuant to this Section 3.01, AROC shall elect to include in such registration Common Stock for its own account, whereupon AROC shall notify each Requesting Holder that AROC has elected to effect a Piggyback Registration and shall thereafter diligently proceed to do so, including therein the Registrable Securities as to which notice was given by the Requesting Holders pursuant to this Section 3.01, but subject to the limitations set forth in Section 2(b)(i) (it being understood, however, that such registration shall not be deemed to be a Requested Registration for the purposes of Sections 3.01(a)(ii) or 3.01(c)).
(iv) Notwithstanding the foregoing, (A) AROC shall not be obligated to effect a registration pursuant to this Section 3 during the period starting with the date 60 days prior to AROC's good faith estimated date of filing of, and ending on a date 120 days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of AROC, provided that AROC is at all times during such period diligently pursuing such registration, (B) AROC shall not be obligated to effect a registration of Registrable Securities pursuant to this Section 3 pursuant to any request of Holders of Registrable Securities if such request is received after the receipt by AROC of a request for registration pursuant to one of the Registration Agreements, and any such registration pursuant to this Section 3 would likely result in a registration statement being declared effective prior to the date that is 90 days after the effective date of any such registration effected pursuant to the Registration Agreement, and (C) AROC shall not be obligated to effect a registration pursuant to this Section 3 and shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of holders of Registrable Securities, if AROC shall furnish to such holders a certificate signed by the President of AROC stating that in the good faith judgment of the Board of Directors of AROC, it would be seriously detrimental to AROC and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement; provided, however, that, subject to the limitation set forth in the proviso in Section 3.01(a)(ii), if AROC shall no longer be eligible to effect a Short-Form Requested Registration following the deferral of registration pursuant to this paragraph, then the holders of Registrable Securities shall, subject to Section 3.01(a)(ii), be entitled to a Long-Form Requested Registration for each such deferral.
(v) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register holders' initial Requested Registration, a request of the holders of Registrable Securities on Form S-3for a Requested Registration shall be denied by AROC solely because the aggregate Current Adjustment Price of such Registrable Securities sought to be included in such registration is below the requisite dollar amount specified in Section 3.01(a)(i)(B), a written request that then at the Company effect a Registration with respect to all or a part election of the holders of a majority of the then outstanding Registrable Securities, and in exchange for the right of the holders to request a second Requested Registration under this Section 3, the holders shall be entitled to convert their Registrable Securities held represented by Warrants (having an aggregate Current Adjustment Price for all holders of not more than $250,000) pursuant to Section 12 of the Warrant.
(b) If a Requested Registration becomes a Cutback Registration and the number of shares of Registrable Securities actually sold in such Initiating Investor on Form S-3 Requested Registration is not at least a majority of the number of shares of Registrable Securities requested to be included in an amount greater than five million dollars ($5,000,000)such registration, the Company will then (A) promptly give written notice such Requested Registration shall not be deemed to be a Requested Registration for the purposes of the proposed Registration to the other Stockholder, Section 3.01(a)(ii); and (B) as soon as practicablenotwithstanding that such Requested Registration is a Cutback Registration, AROC shall continue to use its commercially reasonable best efforts diligently to effect comply with all its obligations (including without limitation payment of expenses) under this Agreement with respect to such Requested Registration. The registration statement filed pursuant to the request of holders of Registrable Securities may, subject to the provisions of Section 3.01(c), include other shares of Common Stock of AROC, which are held by persons who, by virtue of agreements with AROC, are entitled to include their securities in any such registration, and AROC shall have the right to include shares of Common Stock in such registration for its own account as provided therein.
(c) If a Requested Registration becomes a Cutback Registration, the number of Common Stock to be included in the underwriting or registration shall be allocated first to the holders of Registrable Securities and the Electing Holders (includingpro rata, without limitationbased on the number of Registrable Securities requested by each such holder to be included therein), filing post-effective amendments, appropriate qualification under applicable blue sky or second to AROC and thereafter to any other state securities laws and appropriate compliance with applicable regulations issued under holders requesting inclusion in the Securities Act) as may registration on the basis of the number of shares each other requesting holder requests be so requested and as would permit or facilitate included bears to the sale and distribution total number of shares of all or such portion other holders of such Registrable Securities of the Initiating Investor as are specified Common Stock that have been requested be included in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining registration. If a person who has requested inclusion in such request registration as are specified in a written request provided above does not agree to the terms of the other Stockholder received any such underwriting, such person shall be excluded therefrom by the Company within fifteen (15) Business Days after written notice from AROC, the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effectunderwriter, or take any action to effect, any such Registration pursuant to this Section 1.01(a)(ii) after the Company has effected three (3) such Registrations requested by such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining holders of Registrable Securities. The securities so excluded shall also be withdrawn from registration.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 1 contract
Sources: Registration Rights Agreement (American Rivers Oil Co /De/)
Request for Registration. (ia) Following If the occurrence of the IPOCompany shall receive, subject to Section 1.08at any time after January 1, 2003, a Stockholder written request from the Holders of twenty-five percent (in such capacity, an “Initiating Investor”25%) may elect to cause the Company to effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In lesser percentage if the event such Initiating Investor provides notice aggregate proposed offering price to the Company public (before deduction of its election to cause an S-1 Demandunderwriting discounts and commissions) would be at least $5,000,000), then the Company will shall, within ten (A10) promptly days after the receipt of such request, give written notice of the proposed Registration such request to all Holders and shall, subject to the other Stockholder; and (B) limitations set forth below, use commercially reasonable efforts to effect as soon as practicable, practicable the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request to be given within fifteen (15) days of receipt of such notice by the Company.
(b) The Company is obligated to effect only two (2) registrations pursuant to Section 1.2 (a).
(c) The Company shall use its commercially reasonable efforts to effect such Registration qualify, and to continue to be qualified until there are no longer any Registrable Securities, for registration on Form S-3, or on any comparable or successor form or forms (includinga "Short Form"). In addition to the rights contained in Section 1.2(a), without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities ActHolders of at least thirteen percent (13%) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities then outstanding (provided, in any event, that the aggregate estimated offering price of the other Stockholder joining shares included in such request as are specified in a written request of such other Stockholder received by registration must be at least $1,000,000) shall have the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, right at any time and from time to time after the Company is eligible January 1, 2003 to register Registrable Securities request registrations on a Short Form S-3and, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by upon such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000)request, the Company will (A) promptly give written notice of the proposed Registration shall, subject to the other Stockholder, and (B) as soon as practicablelimitations set forth below, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under as soon as practicable the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution registration on a Short Form of all or such portion of such Registrable Securities of that the Initiating Investor as are specified in such requestHolders request to be registered; provided, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effecteffect more than two registrations on a Short Form during any twelve month period. Such requests shall be in writing and shall state the number of shares of Registrable Securities proposed to be disposed of and the intended method of distribution of such shares by such Holders.
(d) If the Company is eligible to file registration statements on a Short Form at the time it receives a request for a registration pursuant to Section 1.2 (a), the Company may notify the Holders that the Company intends to file such registration on a Short Form. Upon the request of the Holders of a majority of the Registrable Securities by written notice given to the Company within fifteen (15) days after the date of sending of the Company's notice, the Company will use its commercially reasonable efforts to cause such registration on a Short Form to be declared a "shelf" registration statement relating to delayed or take any action continuous offerings of the Registrable Securities pursuant to effectRule 415 (or similar rule that may be adopted by the SEC) under the Securities Act.
(e) Notwithstanding the foregoing, any such Registration if the Company shall furnish to the Holders requesting a registration pursuant to this Section 1.01(a)(ii1.2 within thirty (30) days of receiving such request: (i) a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, or (ii) a certificate signed by the President of the Company stating that the Company intends within ninety (90) days after the date of such certificate to file a registration statement for a public offering of securities of the Company has effected three (3) such Registrations to the general public, the Company shall not be obligated to effect the registration requested by such Initiating Investor pursuant to this Section 1.01(a)(ii1.2; provided, however, that the Company shall promptly notify the Holders requesting a registration pursuant to this Section 1.2 of any decision by the Company to abandon or indefinitely delay such public offering. The Company shall have the right to defer such filing for up to two (2) during periods of not more than ninety (90) days each after receipt of the previous request of the Holders requesting a registration; provided, however, that the Company may not use this right more than once (for a total of up to one hundred eighty (180) days) in any twelve (1212)-month period. In the event that the Company makes a request pursuant to this Section 1.2(e) month periodthat a registration be deferred, the Holder(s) requesting such deferral may withdraw such request and will retain its or their rights pursuant to Section 1.2(a) or 1.2(c), as applicable.
(iiif) If The Company shall not grant to any persons any rights to request the Registration pursuant Company to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (register any of its equity securities, or any successor provisions) (securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Holders of a “Shelf Registration”), majority of the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities, unless such rights are expressly designated as subordinate and junior to (including, without limitation, rights with respect to underwriter cutbacks or similar limitations) those granted under Sections 1.2 and 1.3 of this Agreement.
(ivg) If at The Holders of a majority of the Registrable Securities included in any timeregistration under this Section 1.2 shall have the right to select investment banker(s) and manager(s) to administer the offering, subject to the Company's approval, which shall not be unreasonably withheld; provided that, unless the Company otherwise consents, the Shelf Registration ceases to lead investment banker shall be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement from one of the SEC ten firms which in the immediately preceding calendar year managed the ten highest volumes of equity security offerings or other governmental agency a firm that has previously managed or authority, administered (alone or with others) a public equity security offering for the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Tippingpoint Technologies Inc)
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part of the Registrable Securities, and if the aggregate offering price of the Registrable Securities held by such Initiating Investor on Form S-1 (proposed to be registered equals or any successor form) in an amount greater than exceeds $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demand8,000,000, the Company will will:
(Ai) promptly (in no case longer than ten (10) days after the request) give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) use its best efforts to effect such registration, qualification or compliance as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining request in such request as are specified in a written request of such other Stockholder writing received by the Company within fifteen twenty (1520) Business Days days after mailing of such written notice from the Company is given under in accordance with Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor7.5; provided, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided however that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii3.4:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) Prior to the earlier of (i) December 31, 2011 or (ii) one hundred eighty (180) days after the effective date of the Company’s Qualified IPO;
(C) After the Company has effected three two (32) such Registrations requested by such Initiating Investor registrations pursuant to this Section 1.01(a)(ii3.4 and such registration has been declared or ordered effective;
(D) during If the previous Company is eligible to use a Form S-3 and the Initiating Holders may dispose of shares of Registrable Securities pursuant to a request under Section 3.6 below; or
(E) Within one hundred eighty days (180) days after the effective date of any registration pursuant to Section 3.5 or 3.6. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested pursuant to this Section 3.4(a); provided, however, that if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that the Board of Directors of the Company (the “Board of Directors”) has determined in its good faith judgment, that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed at such time, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders (provided that such right shall not be used more than once in any twelve (12) month period).
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
Appears in 1 contract
Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Initiating Holders a written request that the Company effect a Registration any registration, qualification or compliance with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(Ai) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(Bii) as soon as practicable, use its commercially reasonable best efforts to effect such Registration registration, qualification or compliance (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state stale securities laws and appropriate compliance with applicable regulations issued under the Securities ActAct and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen twenty (1520) Business Days days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating InvestorCompany; Provided, at any time after the Company is eligible to register Registrable Securities on Form S-3however, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, elect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii1.5:
(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(B) Prior to six (6) months after the Closing Date;
(C) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;
(D) Unless the aggregate number of shares of Registrable Securities sought to be registered by all Initiating Holders and other Holders pursuant to this Section 1.5 is greater than one (1) million shares;
(E) After the Company has effected three one (31) such Registrations requested by such Initiating Investor registration pursuant to this subparagraph 1.5(a), and such registration has been declared or ordered effective; or
(F) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.01(a)(ii) during 1.5 shall be deferred for a period not to exceed 120 days from the previous date of receipt of written request from the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period.
. Subject to the foregoing clauses (iiiA) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act through (or any successor provisions) (a “Shelf Registration”F), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, file a registration statement covering the Shelf Registration, as required by the instructions applicable to such registration form or by the Registrable Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases so requested to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration registered as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement receipt of the SEC request or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness requests of the Shelf Registration or Initiating Holders, but in any event within 120 days of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible momentrequest.
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Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause If the Company to shall receive from the applicable Holders a written request that the Company effect a Registration any registration with respect to all or a part of the their Registrable Securities held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 DemandSecurities, the Company will will:
(A) promptly give written notice of the proposed Registration registration, qualification or compliance to the all other StockholderHolders; and and
(B) as soon as practicable, use its commercially reasonable diligent best efforts to effect such Registration registration (including, without limitation, filing the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder or Holders joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 10 business days after written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If the Company shall receive from an Initiating Investor, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A2(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such Registration registration pursuant to this Section 1.01(a)(ii2(a):
(1) after If such registration would be the Initial Public Offering, unless such request for registration is received from the Holders of at least 51% of the shares of Common Stock issued or issuable upon conversion of the Convertible Preferred Stock and exercise of the Warrants;
(2) Within 180 days following the Initial Public Offering;
(3) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;
(4) After the Company has effected three (3the applicable number of registrations set forth in Section 2(a)(i) above and such Registrations requested by registrations have been declared or ordered effective and the sales of such Initiating Investor pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.Registrable Securities shall have closed; or
(iii5) If the Registration Registrable Securities requested by all Holders to be registered pursuant to Section 1.01(a)(iisuch request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) is for an offering to be made on a continuous basis of at least $10,000,000. The registration statement filed pursuant to Rule 415 under the Securities Act (or any successor provisionsrequest of the Investors may, subject to the provisions of Section 2(a)(iii) (a “Shelf Registration”)below, include other securities of the Company shall use reasonable best efforts which are held by Persons who, by virtue of agreements with the Company, are entitled to maintain continuously include their securities in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to any such registration form ("Other Stockholders"). The registration rights set forth in this Section 2 may be assigned, in whole or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issuedin part, to obtain the withdrawal any transferee of any such order at the earliest possible momentRegistrable Securities (who shall be bound by all obligations of this Agreement).
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Request for Registration. (i) Following the occurrence of the IPO, subject to Section 1.08, a Stockholder (in such capacity, an “Initiating Investor”) may elect to cause In case the Company to shall receive from Rod ▇▇▇▇▇▇ ▇▇ his permitted transferee under Section 2.10 (the "Demanding Holder") a written request that the Company effect a Registration any registration with respect to all or a part not less than 33% of the then outstanding Registrable Securities (a "Registration Notice") held by such Initiating Investor on Form S-1 (or any successor form) in an amount greater than $25 million dollars (an “S-1 Demand”). In the event such Initiating Investor provides notice to the Company of its election to cause an S-1 Demandhim and all his permitted transferees, the Company will will:
(A) promptly give written notice of the proposed Registration registration, qualification or compliance to the other Stockholderall Holders; and and
(B) as soon as practicable, use its commercially reasonable best efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) registration as described in Section 2.6 as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder any Holder joining in such request as are specified in a written request of such other Stockholder received by the Company within fifteen (15) Business Days 20 days after receipt of such written notice from the Company is given under Section 1.01(a)(i)(A) above.
(ii) If Company. Notwithstanding the Company shall receive from an Initiating Investorforegoing, at any time after the Company is eligible to register Registrable Securities on Form S-3, a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities held by such Initiating Investor on Form S-3 in an amount greater than five million dollars ($5,000,000), the Company will (A) promptly give written notice of the proposed Registration to the other Stockholder, and (B) as soon as practicable, use its commercially reasonable efforts to effect such Registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities of the Initiating Investor as are specified in such request, together with all or such portion of the Registrable Securities of the other Stockholder joining in such request as are specified in a written request of the other Stockholder received by the Company within fifteen (15) Business Days after written notice from the Company is given under Section 1.01(a)(ii)(A) above; provided that the Company shall not be obligated to effect, or take any action to effect, effect any such Registration registration, qualification or compliance pursuant to this Section 1.01(a)(ii2.1:
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction;
(ii) prior to the earlier of (1) a Change in Control or (2) June 30, 2000;
(iii) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to securities of the Company sold by the Company, provided that the Company is actively employing in good faith its best reasonable efforts to cause such registration statement to become effective, and provided, further, that the Company may not, pursuant to this Section 2.1(a)(B)(iii) whether included herein or incorporated into Section 2.3, delay implementation of a demand for registration more than once in any 12-month period;
(iv) if the Company shall furnish to the Demanding Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its stockholders for registration statements to be filed in the near future, then the Company's obligation to use its best reasonable efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by the Demanding Holder; provided, however, that the Company cannot, pursuant to this Section 2.1(a)(B)(iv) whether included herein or incorporated into Section 2.3, utilize this right more than once in any 12-month period; or
(v) after the Company has effected three (3) such Registrations requested by such Initiating Investor two registrations pursuant to this Section 1.01(a)(ii) during the previous twelve (12) month period.
(iii) If the Registration pursuant to Section 1.01(a)(ii) is for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provisions) (a “Shelf Registration”), the Company shall use reasonable best efforts to maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities.
(iv) If at any time, the Shelf Registration ceases to be effective, the Company shall file, not later than 30 days after such prior Shelf Registration ceased to be effective2.1, and use its reasonable best efforts to cause to become effective a new Shelf Registration as soon as practicable. If, after any Shelf Registration has become such registrations have been declared or ordered effective, it is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or authority, the Company shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment.
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Sources: Investors' Rights Agreement (Tricord Systems Inc /De/)