Request for Shelf Registration Clause Samples

Request for Shelf Registration. (i) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from one or more of the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the sale by the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant to this Agreement.

Request for Shelf Registration. Packaging Dynamics shall file as soon as reasonably practicable upon the written request of the holder or holders of Registrable Securities constituting one percent (1.0%) or more of the aggregate outstanding shares of Common Stock as of the date hereof, one or more "shelf" registration statements on Form S-3 (or any successor thereto) under the Act with respect to the Registrable Securities pursuant to Rule 415 under the Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). Notwithstanding the immediately preceding sentence or any other provision of this Agreement, Packaging Dynamics shall have no obligation to register Registrable Securities under this Section 2.1 on more than three occasions with respect to any holder of Registrable Securities and shall have no obligation to register, or to commence any registration of, Registrable Securities under this Section 2.1 (a) until after the sixtieth (60th) day following the date of the distribution of Common Stock pursuant to the Distribution Agreement, dated March 18, 2002, between Ivex and Packaging Dynamics (the "Distribution"), (b) if any such registration does not have an aggregate offering price of more than $1 million or (c) at any time when Packaging Dynamics is not eligible to use Form S-3 (or any successor thereto) under the Act to register the Registrable Securities covered by such written request. 1. At least fifteen (15) business days prior to the first anticipated filing date of each Shelf Registration, Packaging Dynamics shall notify each holder of Registrable Securities of the information Packaging Dynamics reasonably requires from each such holder if they elect to have any of their Registrable Securities included in the Shelf Registration (the "Requested Information"). Packaging Dynamics shall include the Registrable Securities of any Holder that provides such information in such Shelf Registration. If within five (5) business days prior to the first anticipated filing date, Packaging Dynamics has not received the Requested Information in writing from any of such holders (the "Non-Responsive Holders"), Packaging Dynamics may file the Shelf Registration without including the Registrable Securities of the Non-Responsive Holders. At any time subsequent to the date of the first filing of the Shelf Registration and up to the date that is ten (10) days prior to the first anticipated effective date of such Shelf Registration, a Non-Responsive Holder may notify Packag...

Request for Shelf Registration. If at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from any Holder that the Company file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”) relating to the offer and sale of Registrable Securities by any Holders thereof, then the Company shall (x) within ten (10) days after the date of such request is given, give notice thereof (the “Shelf Registration Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Shelf Registration Statement covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within ten (10) days of the date the Shelf Registration Notice is given, and in each case, subject to the limitations of Subsections 2.3(c), 2.3(e) and 2.4.

Request for Shelf Registration. MetLife may make up to six (6) written requests to the Company (each, a "Demand Notice") that the Company register the offer and sale of all or any part of the Registrable Securities under the Securities Act (each, a "Demand Registration"). Upon receipt of the Demand Notice, the Company shall: (i) prepare and file with the SEC on or prior to the Filing Date a Shelf Registration Statement, (ii) use its reasonable best efforts to cause such Shelf Registration Statement to become effective and (iii) use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earlier of (A) the date when all Registrable Securities covered by the Shelf Registration Statement have been sold and (B) the date on which the Registrable Securities covered by the Shelf Registration Statement are eligible to be sold or transferred under Rule 144 without being subject to any holding period or volume limitations thereunder (provided that MetLife has received an opinion of counsel to the Company who is reasonably acceptable to MetLife covering the matters referred to in this clause (B) and such opinion is reasonably satisfactory to MetLife), and MetLife and its Affiliates (other than officers and directors of MetLife and those of its Affiliates) do not own in excess of 10% of the Company Common Stock (the "Termination Date").

Request for Shelf Registration. (a) At any time, upon the written request of the Investors (a “Shelf Registration Request”), the Company shall within thirty (30) days of the date of such request, file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act (“Shelf Registration Statement”) relating to the offer and sale of Registrable Securities held by the Investors from time to time in accordance with the methods of distribution elected by the Investors, and the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to promptly become effective under the Securities Act, but in no event later than sixty (60) days after filing such Shelf Registration Statement. Any such Registration pursuant to a Shelf Registration Request shall hereinafter be referred to as a “Shelf Registration.” (b) If on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered, which shall not be less than a majority of the Registrable Securities then held by the Investors. The Company shall provide to the Investors the information necessary to determine the Company’s status as a WKSI upon request.

Request for Shelf Registration. Subject to the limitations set forth below, each holder of Registrable Securities shall have the right to request CCIH to register their Registrable Securities by filing a registration under the Securities Act which provides for the sale by the requesting Holders of their Registrable Securities from time to time under the Securities Act on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (each, a “Shelf Registration”). A request pursuant to this Section 5.4(a) shall be in writing and shall state the number of shares of Registrable Securities that such Holder wishes to sell. Holders shall not be entitled to utilize a Shelf Registration for an underwritten offering of Registrable Securities.

Request for Shelf Registration. Buyer may make one (1) written request to the Company (a "Demand Notice") that the Company register the offer and sale of all or any part of Buyer's Registrable Securities under the Securities Act (a "Demand Registration"). Upon receipt of the Demand Notice, the Company shall: (i) prepare and file with the SEC on or prior to the Filing Date a Shelf Registration Statement, (ii) use its reasonable best efforts to cause such Shelf Registration Statement to become effective and (iii) use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earlier of (A) the date when all Registrable Securities covered by the Shelf Registration Statement have been sold, (B) the date on which the Registrable Securities covered by the Shelf Registration Statement are eligible to be sold or transferred under Rule 144 without being subject to any holding period or volume limitations thereunder (provided that Buyer has received an opinion of counsel to the Company who is reasonably acceptable to Buyer covering the matters referred to in this clause (B) and such opinion is reasonably satisfactory to Buyer) and (C) the second (2nd) anniversary of the date hereof (the "Termination Date").

Request for Shelf Registration. Subject to the provisions of Sections [2.4] and [2.5] hereof, at any time and from time to time on or after the date on which the Company becomes eligible to file on Form F-3, ▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ may make a written demand (a “Shelf Demand”) that the Company register the sale of all or part of their Registrable Securities for sale on a Shelf Registration Statement. The Shelf Demand shall describe the amount and type of securities to be included in the Shelf Registration Statement and the intended method(s) of distribution thereof. The Company shall, within ten days of receiving the Shelf Demand, 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 its Registrable Securities in the Shelf Registration shall so notify the Company, in writing, within five days after the receipt by the Holder of the notice from the Company. The Company thereafter shall (i) as soon as practicable, and in any case not more than 25 days, after the Company’s receipt of the Shelf Demand, file a Shelf Registration Statement in respect of all Registrable Securities that Holder(s) have validly requested to register in such Shelf Registration, and (ii) cause that Shelf Registration Statement to be declared effective as soon as practicable thereafter.

Request for Shelf Registration. As soon as reasonably practicable, but in any event on or prior to 90th day following the Closing Date, the Company shall file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act (“Shelf Registration Statement”) relating to the offer and sale of Registrable Securities held by the Investors and any other Investors from time to time in accordance with the methods of distribution elected by the Investors, and the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to become effective under the Securities Act as soon as reasonably practicable following its initial filing. Any such Registration pursuant to a Shelf Registration Request shall hereinafter be referred to as a “Shelf Registration.” The Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities.