Notice of Registrations Sample Clauses

Notice of Registrations. In the event that the Company proposes to file a Registration Statement with respect to Company Securities (other than a Registration Statement (i) filed in connection with the Company’s initial Public Offering, (ii) filed pursuant to Section 3.1 or Section 3.2, or (iii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering only officers or directors of the Company or its Affiliates), whether or not for sale for its own account, the Company shall provide each Stockholder with written notice of its intention to do so (a “Piggyback Registration Notice”) at least 30 days prior to filing such Registration Statement. Any Stockholder may elect to include Registrable Securities beneficially owned by it in the Registration Statement to which a Piggyback Registration Notice relates, by submitting a written request (a “Piggyback Registration Request”) to the Company within 15 days after the date of such Piggyback Registration Notice, specifying the number of Registrable Securities that such Stockholder intends to dispose of pursuant to such Registration Statement, and the intended method of disposition thereof. The Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Stockholders have requested, pursuant to timely submitted Registration Requests, to be included in the Registration Statement to which the underlying Piggyback Registration Notice relates.
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Notice of Registrations. In the event that the Corporation proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.01) with respect to Common Stock of the Corporation or other securities (“Company Securities”), whether or not for sale for its own account, including in an Initial Public Offering, it shall give prompt written notice to each Holder of its intention to do so and of the rights of such Holder under this Section 2.02 at least thirty (30) days prior to filing a Registration Statement. Subject to the terms and conditions hereof, such notice shall offer each such Holder the opportunity to include in such Registration Statement such number of Registrable Securities as such Holder may request. Upon the written request of any such Holder made within fifteen (15) days after the receipt of the Corporation’s notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), the Corporation shall use its reasonable best efforts to effect, in connection with the registration of the Company Securities, the registration under the Securities Act subject to applicable rules, regulations and interpretations of the SEC of all Registrable Securities which the Corporation has been so requested to register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered.
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Notice of Registrations. In the event that the Company proposes to file a Registration Statement with respect to Registrable Securities (other than a Registration Statement (i) filed in connection with the Company’s initial Public Offering, (ii) filed pursuant to Section 3.1, or (iii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering only officers or directors of the Company or its Affiliates), whether or not for sale for its own account, the Company shall provide each Stockholder with written notice of its intention to do so (a “Piggyback Registration Notice”) at least thirty (30) days prior to filing such Registration Statement. Any Stockholder may elect to include Registrable Securities Beneficially Owned by it in the Registration Statement to which a Piggyback Registration Notice relates, by submitting a written request (a “Piggyback Registration Request”) to the Company within fifteen (15) days after the date of such Piggyback Registration Notice, specifying the number of Registrable Securities that such Stockholder intends to dispose of pursuant to such Registration Statement, and the intended method of disposition thereof. The Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Stockholders have requested, pursuant to timely submitted Piggyback Registration Requests, to be included in the Registration Statement to which the underlying Piggyback Registration Notice relates.
Sample 1
Notice of Registrations. In the event that the Parent proposes to file a Registration Statement with respect to Parent Securities (other than a registration statement (i) in connection with the Parent’s initial Public Offering, or (ii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering only officers 14 #4813-7785-0951v14 OHSUSA:766890518.5 or directors of the Parent or its Affiliates), whether or not for sale for its own account, the Parent shall provide each Eligible Holder with written notice of its intention to do so (a “Piggyback Registration Notice”) at least 30 days prior to filing such Registration Statement. Any Eligible Holder may elect to include Registrable Securities beneficially owned by it in the Registration Statement to which a Piggyback Registration Notice relates, by submitting a written request (a “Piggyback Registration Request”) to the Parent within 15 days after the date of such Piggyback Registration Notice, specifying the number of Registrable Securities that such Eligible Holder intends to dispose of pursuant to such Registration Statement, and the intended method of disposition thereof. The Parent shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Eligible Holders have requested, pursuant to timely submitted Registration Requests, to be included in the Registration Statement to which the underlying Piggyback Registration Notice relates.
Sample 1
Notice of Registrations. In the event that, the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.01) with respect to Common Stock of the Company or other equity securities, whether or not for sale for its own account (other than (i) a Registration Statement on Form S-4 (or any successor form) (ii) a Registration Statement on Form S-8 (or any successor form), (iii) a registration of securities in connection with a Rule 145 transaction or series of transactions solely with respect to an employee benefit plan or (iv) registration relating to the offer and sale of debt securities) (“Company Securities”), it shall give prompt written notice to each Holder of its intention to do so and of the rights of such Holder under this Section 2.02 at least thirty (30) days prior to filing a Registration Statement. Subject to the terms and conditions hereof, such notice shall offer each Holder the opportunity to include in such Registration Statement such number of Registrable Securities as such Holder may request (which in all instances, shall not exceed the number of Registrable Securities actually held by such Holder on the date of the request). Upon the written request of any such Holder made within fifteen (15) days after the receipt of the Company’s notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), the Company shall use its commercially reasonable efforts to effect, in connection with the registration of the Company Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register.
Sample 1
Notice of Registrations. In the event that the Company proposes to file a Registration Statement with respect to Registrable Securities (other than a Registration Statement (i) filed in connection with the Company’s initial Public Offering, (ii) filed pursuant to Section 3.1, or (iii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering only officers or directors of the Company or its Affiliates, whether or not for sale for its own account, the Company shall provide each Stockholder with written notice of its intention to do so (a “Piggyback Registration Notice”) at least thirty (30) days prior to filing such Registration Statement. Any Stockholder may elect to include Registrable Securities Beneficially Owned by it in the Registration Statement to which a Piggyback Registration Notice relates, by submitting a written request (a “Piggyback Registration Request”) to the Company within fifteen 12 WEIL:\97487965\11\40631.0007
Sample 1

Related to Notice of Registrations

  • 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:

  • Absence of Registration Rights There are no persons with registration rights or other similar rights to have any securities (debt or equity) (A) registered pursuant to the Registration Statement or included in the offering contemplated by this Agreement or (B) otherwise registered by the Fund under the 1933 Act or the 1940 Act. There are no persons with tag-along rights or other similar rights to have any securities (debt or equity) included in the offering contemplated by this Agreement or sold in connection with the sale of Securities by the Fund pursuant to this Agreement.

  • Suspension of Registration If the continued use of the Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than twice during any 12-month period; or (ii) for a period exceeding 60 days on any one occasion. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Holder.

  • Number of Registrations SCG shall be entitled to request one registration of its Registrable Securities pursuant to Section 6(a) for each $100 million in Value of Registrable Securities Beneficially Owned by SCG on the date of such request.

  • Delay of Registration No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • Suspension of Registration Statement If subsequent to -------------------------------------- any Closing, the Registration Statement is suspended, other than due to the acts of the Investor or the Placement Agent, for any period exceeding twenty trading days (20) days, the Company shall pay an amount equal to two percent (2 %) of the Purchase Price of all Common Stock held by the Investor, purchased pursuant to this Agreement for each twenty trading day (20) day period or portion thereof; provided, however, that the Company shall not be required to pay such -------- ------- amount to the Investor in connection with any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on which such post-effective amendment is declared effective by the SEC.

  • Copies of Registration Statement The Company will furnish the Dealer Manager with one signed copy of the Registration Statement, including its exhibits, and such additional copies of the Registration Statement, without exhibits, and the Prospectus and all amendments and supplements thereto, which are finally approved by the Commission, as the Dealer Manager may reasonably request for sale of the Shares.

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