Required Registrations Clause Samples

Required Registrations. (a) At any time after the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings) and subject to paragraph (c) below, a Stockholder or Stockholders may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the public market price at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Compan...

Required Registrations. (a) At any time after the first anniversary of the closing of the Subscription Agreements, the Investor may request, in writing, that the Company effect the registration on Form S-3 (or any successor form or any other registration statement form which the Company is eligible to use) of Registrable Shares owned by the Investor having an aggregate value of at least $5,000,000 (based on the then current market price or fair value). (b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.1(c) below. Thereupon, the Company shall, as expeditiously as possible, effect the registration of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice referred to in Section 2.1(b). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholders' participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with, or other instrument executed by, the Company prior to the date hereof, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter...

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (d) Upon receipt of the request of the Long-Form Initiating Holders ...

Required Registrations. (a) At any time after the earlier of (i) the fourth (4th) anniversary of the date of this Agreement or (ii) six (6) months after the closing of the Qualifying Public Offering, a Purchaser or Purchasers holding in the aggregate at least twenty percent (20%) of the Registrable Shares may together request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares having an aggregate anticipated offering price, net of underwriting discounts and commissions, of at least $5,000,000 (based on the market price or fair value on the date of such request). The Company shall not be required to effect more than two (2) registrations (that have been declared and ordered effective by the Commission) pursuant to this Section 2.1(a). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Purchaser or Purchasers holding at least ten percent (10%) of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form) of Registrable Shares having an aggregate anticipated offering price of at least $2,000,000. The Company shall not be required to effect more than two (2) registrations in any twelve (12) month period pursuant to this Section 2.1(b). (c) Upon receipt of any request for registration pursuant to this Section 2.1, the Company shall promptly give written notice of such proposed registration to all Purchasers other than the Initiating Holders. Such Purchasers shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Purchasers may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a...

Required Registrations. (i) At any time that the Company is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the Holder may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of the Registrable Stock owned by the Holder having an aggregate offering price of at least $250,000 (based on the then current Fair Market Value, determined in accordance with Section 3(a) hereof); provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the such shares of Registrable Stock requested to be registered by the Holder and all other holders with contractual registration rights may not be included in the offering, then the Holder and all other holders of securities entitled by contract to include them in such Form S-3 Registration Statement shall participate in the registration pro rata based 6 upon the number of shares of Registrable Stock or other securities which they have requested to be so registered (on an as-converted to shares of Common Stock basis). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or such successor form) of all shares of Registrable Stock or other securities which the Company has been requested to so register. (ii) The Company shall be required to effect up to two registrations pursuant to Section 10(b)(i) above; provided, however, that (i) a registration shall not count as one of the two permitted registrations if less than one-quarter of the shares of Registrable Stock requested to be included in such registration are included and (ii) the Company shall not be required to effect any registration within nine months after the effective date of any other Registration Statement of the Company pursuant to Section 10(b)(i) or that permits inclusion of shares of Registrable Stock pursuant to Section 10(c) of this Warrant. (iii) If at the time of any request to register shares of Registrable Stock pursuant to this Section 10(b), the Company is engaged or has fixed plans to engage within 90 days of the time of the request in a registered public offering as to which the Holder may include shares of Registrable Stock pursuant to Section 10(c), or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the...

Required Registrations. (a) If at any time following the earlier of (i) five (5) years after the date of this Agreement or (ii) six months after the closing of the Initial Public Offering, an Investor or Investors holding in the aggregate at least 50% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Investor or Investors having an aggregate value of at least $10,000,000 (based on the market price or fair value on the date of such request), then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Shares that the Initiating Holders requested to be registered and any additional Registrable Shares requested to be included in such registration by any other Holder, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.1(e). (b) If at any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), an Investor or Investors holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the public market price on the date of such request), then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) 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 Form S-3 registration statement under the Securities Act covering all Registrable Shares requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.1(e). (c) If the Initiating Holders intend to dist...

Required Registrations. If on any two occasions (providing the offering is consummated) one or more holders of at least 60% of the Registrable Shares shall notify the Company in writing that it or they desire to offer or cause to be offered for public sale at least thirty percent (30%) of the Registrable Shares, the Company will so notify all holders of Registrable Shares, including all holders who have a right to acquire Registrable Shares. Upon written request of any holder given within fifteen (15) days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act as expeditiously as possible on Form S-1 or Form SB-2 or their respective successor registration statement forms. The Company shall not be required to effect more than two registrations pursuant to this Section 5.02 (providing the offering is consummated). If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 5.02, such registration shall be deemed to have been a "piggy back" registration under Section 5.01, and not a "demand" registration under this Section 5.02 if the holders of Registrable Shares are unable to include in any such registration statement eighty-five percent (85%) of the Registrable Shares initially requested for inclusion in such registration statement. The Company shall not be required to effect a registration pursuant to this Section 5.02 unless the minimum market value of any offering and registration of Registrable Shares made pursuant thereto is at least $3,000,000, before calculation of underwriting discounts and commissions. The holders of Registrable Shares may not exercise their rights under this Section 5.02 until the earlier to occur of (i) twenty (20) months following the date of the Closing or (ii) 180 days after the effectiveness of any registration statement covering the Initial Public Offering. No request for registration under this Section 5.02 may be made within the one hundred and eighty day period after the effective date of a registration statement filed by the Company or while the Company is in the process of preparing a registration statement. The Company shall have the right to delay any registration under this section for up to 90 days i...

Required Registrations. (a) At any time after six months after the closing of the Initial Public Offering, (i) Edison may request, in writing, that the Company effect the registration on Form S-l or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by Edison, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request), (ii) North Atlantic may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by North Atlantic, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request), (iii) ▇▇▇▇▇ ▇▇▇▇▇ may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by ▇▇▇▇▇ ▇▇▇▇▇, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request) and (iv) IGC may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) covering at least 20% of the Registrable Shares owned by IGC, or any lesser percentage if the aggregate value of the offering is at least $5,000,000 (based on the market price or fair value on the date of such request). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Purchaser or Purchasers holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the public market price on the date of such request). (c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Purchasers. Such Purchasers shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration those Registrable Shares as such Purchasers may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.1(d). Thereupon, the Company shall, a...

Required Registrations. In addition, the Company shall not be required to file a Required Registration Statement if (x) less than 180 calendar days have elapsed since the effective date of (i) a prior Registration Statement with respect to which the Stockholders were given the opportunity to register their Registrable Securities (without being subject to any reduction, pursuant to Section 2(b)(ii), in the maximum number of Registrable Securities which they may register) or (ii) a prior Registration Statement filed pursuant to a Required Registration or (y) the total number of Registrable Securities requested by the Stockholders to be included in the registration is less than 1,000,000 (which number shall be adjusted from time to time for any stock splits, stock dividends or combinations of Ordinary Shares after the date of this Agreement).