Request for S-3 Registration Clause Samples

A Request for S-3 Registration clause allows certain shareholders, typically those holding restricted or unregistered securities, to formally ask the company to register their shares on Form S-3 with the Securities and Exchange Commission. This clause outlines the process by which eligible shareholders can initiate the registration, often specifying thresholds such as a minimum number of shares or value, and may detail the company's obligations to cooperate and cover certain costs. Its core function is to provide shareholders with a mechanism to facilitate the public resale of their securities, thereby enhancing liquidity and flexibility for investors.
Request for S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a Public Offering of its securities, in the event that the Company shall receive from one or more Stockholders as a group holding 25% or more of the Registrable Securities held by all Stockholders (each, an “S-3 Initiating Holder”) a written request that the Company register under the Securities Act on Form S-3 (“Form S-3”) (or any successor form then in effect) (an “S-3 Registration”) all or a portion of the Registrable Securities owned by such Stockholders, the Company shall give written notice of such request to all of the Stockholders (other than the S-3 Initiating Holders that have requested an S-3 Registration under this Section 3.2(a)) at least ten (10) days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed registration and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in writing to the Company given within ten (10) days after their receipt from the Company of the written notice of such S-3 Registration. With respect to each S-3 Registration, the Company shall (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Registrable Securities of any Stockholder who has requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein and (ii) use its reasonable best efforts to cause such registration pursuant to this Section 3.2(a) to become and remain effective as soon as practicable, but in any event not later than ninety (90) days after it receives a request therefor.
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Request for S-3 Registration. Subject to Section 2.1(b)(ii), if at any time after the Company is a registrant entitled to file a registration statement on Form S-3 or any successor or similar short-form registration statement promulgated by the Commission (collectively, “Commission Form S-3”), the Company shall receive a written request from (a) Investor(s) holding at least ten percent (10%) of the then outstanding Investor Registrable Securities or (b) the 2012 Investor Majority Members (each such request in clauses (a) and (b),
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Request for S-3 Registration. Subject to Section 2.2(b)(ii), if at any time after the Corporation is a registrant entitled to file a registration statement on Form S-3 or any successor or similar short-form registration statement promulgated by the Commission (collectively, “Commission Form S-3”), the Corporation shall receive a written request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding (an “S-3 Registration Request”) that the Corporation effect the registration under the Securities Act of all or part of the Registrable Securities (an “S-3 Registration”, and together with S-1 Registration, a “Requested Registration”), then the Corporation shall (x) promptly, and in any event within 10 days, give written notice of the proposed registration to all other Holders (an “S-3 Registration Notice”), and (y) use its best efforts to effect the registration under the Securities Act of the Registrable Securities that the Corporation has been so requested to register on behalf of the requesting Holder(s) and any Holder joining in such request (as is specified in a written request by each such Holder received by the Corporation within 15 days after delivery of the S-3 Registration Notice) in accordance herewith within thirty (30) days after receipt of the S-3 Registration Request. Subject to Section 2.1(c), the Corporation may include in such S-3 Registration other securities of the Corporation for sale, for the Corporation’s account or for the account of any other person.
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Request for S-3 Registration. At any time when the Company is eligible for use of Form S-3 (or any successor form then in effect or comparable document under the laws of any other jurisdiction), Blue Ridge China and EI, for so long as each such party owns its Preferred Threshold Shares, shall be entitled to request that the Company register under the Securities Act on Form S-3 or F-3, as applicable (or any successor form then in effect or comparable document under the laws of any other jurisdiction) (an “S-3 Registration”) all or a part of such Holder’s Registrable Securities; provided, however, that (i) each such Holder shall be entitled to request, and the Company shall be obligated to cause, not more than three S-3 Registrations pursuant to this Section 5.3(a), and (ii) the Company shall not be required to effect any S-3 Registration for an aggregate amount of less than $1,000,000 or more than one S-3 Registration in any three month period. Whenever the Company is required by this Section 5.1 to effect an S-3 Registration, each of the procedures, requirements and other provisions applicable to a Demand Registration set forth in Section 5.1 (including the obligation to notify all other Holders of Registrable Securities) shall apply to an S-3 Registration, except that a registration effected pursuant to this Section 5.3 shall not be counted as a Demand Registration effected pursuant to Section 5.1.
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Request for S-3 Registration. The Company shall use its best efforts ---------------------------- to qualify for registration on Form S-3 or any successor form to Form S-3. After the Company has qualified for the use of Form S-3, Holders of the outstanding Registrable Securities shall have the right to request two registrations on Form S-3. The number of shares of Registrable Securities that may be included on the Form S-3 shall be allocated among all Holders in proportion to the respective amounts of Registrable Securities entitled to inclusion in such registration at the time of filing the registration statement. Notwithstanding the foregoing: (a) The Company shall not be required to effect a registration pursuant to this Article 4 within 180 days following the effective date of any registration statement filed pursuant to Article 2 or 3 hereof. (b) The Company shall not be required to effect a registration pursuant to this Article 4 unless the shares of Registrable Securities for which the Holder or Holders are requesting registration have a reasonably anticipated aggregate price to the public (before deduction of underwriting discounts and expenses) of at least $5,000,000. (c) The Company shall not be required to effect more than one registration pursuant to this Article 4 in any consecutive 12-month period. The Company shall promptly give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Article 4 and shall provide a reasonable opportunity for other Holders to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 4.2 shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to file a registration statement on Form S-3 covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Holders, but in any event within 90 days after receipt of the request or requests of the Initiating Holders.
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Request for S-3 Registration. Subject to Section 2.2(a)(ii), if at any time after the Company is a registrant entitled to file a registration statement on Form S-3 or any successor or similar short-form registration statement promulgated by the Commission (collectively, "COMMISSION FORM S-3"), the Company shall receive a written request from the Majority Shareholders (a "REGISTRATION REQUEST") that the Company effect the registration under the Securities Act of all or part of the Registrable Securities (a "REQUESTED REGISTRATION"), then the Company shall (x) promptly, and in any event within 10 days, give written notice of the proposed registration to all other Shareholders (a "REGISTRATION NOTICE"), and (y) use its best efforts to effect the registration under the Securities Act of the Registrable Securities that the Company has been so requested to register on behalf of the requesting Shareholder(s) and any Shareholder joining in such request (as is specified in a written request by each such Shareholder received by the Company within 15 days after delivery of the Registration Notice) in accordance herewith within thirty (30) days after receipt of the Registration Request. Subject to Section 2.1(b), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person. As an alternative to filing a series of registration statements on Commission Form S-3, the Company may fulfill its obligations under this Section 2.1(a) by filing and causing to be declared effective under Rule 415 one registration statement on Commission Form S-3 covering all of the Registrable Securities.
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Related to Request for S-3 Registration

  • S-3 Registration In the event that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and compliances 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 as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders; (ii) if the Holders, together with the Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the 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 detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if 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; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders.

  • Form S-3 Registration In case the Company shall receive from any Holder or Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use its reasonable best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances 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 as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.11: (1) if Form S-3 is not available for such offering by the Holders; (2) if the participating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (3) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.11; or (4) 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees, reasonable fees and expenses for one special counsel for the Holders associated with Registrable Securities (such special counsel to be selected by the Holders of at least a majority in interest of the outstanding Registrable Securities (determined on an as-converted to Common Stock basis) requesting such registration) and the fees and disbursements of counsel for the Company, but excluding any underwriters’ discounts or commissions, shall be borne by the Company. Registrations effected pursuant to this Section 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

  • Request for Demand Registration Blackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), Wass▇▇▇▇▇▇▇ ▇▇ Wass▇▇▇▇▇▇▇ ▇▇▇ders designated by Wass▇▇▇▇▇▇▇ (▇▇e "INITIATING WASS▇▇▇▇▇▇▇ ▇▇▇DERS"), and Heartland or an Investor Stockholder designated by the Heartland Entities (the "INITIATING INVESTOR HOLDERS," each of the Initiating Blackstone Holders, the Initiating Wass▇▇▇▇▇▇▇ ▇▇▇ders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "DEMAND REGISTRATION", the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wass▇▇▇▇▇▇▇ ▇▇▇ders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wass▇▇▇▇▇▇▇ ▇▇▇ders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially 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 Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wass▇▇▇▇▇▇▇ ▇▇▇ector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

  • Notice of Registration If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans, or (ii) a registration relating solely to a Commission Rule 145 transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within twenty (20) days after receipt of such written notice from the Company, by any Holder.

  • Request for Registration Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.