ALTERNATIVE REGISTRATION. i. Without limiting the obligations of the Company pursuant to Section 2(A) or any remedy available to the Purchaser for the breach thereof, if the Company cannot effect a registration pursuant to Section 2(A) hereof, and the Company receives a request from the Purchaser that the Company file a Registration Statement on Form S-1 with respect to at least fifty percent (50%) of the Registrable Securities, then the Company shall, as soon as practicable, and in any event within seventy-five (75) days after the date such request is given, file a Registration Statement on Form S-1 under the Securities Act covering all Registrable Securities that the Purchaser has requested to be registered. If the Purchaser intends to distribute the Registrable Securities covered by its request by means of an underwriting, the right of the Purchaser to include its Registrable Securities in such registration shall be conditioned upon the Purchaser’s participation in such underwriting and the inclusion of such Registrable Securities in the underwriting to the extent provided herein. In the event the Purchaser intends to distribute the Registrable Securities by means of an underwriting, and any Note Registrable Securities (as defined in the Note Registration Rights Agreement) are included in such underwriting, if the underwriters advise the Purchaser in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated proportionally (as nearly as practicable) among the Purchaser and the other holders of Note Registrable Securities (as defined in the Note Registration Rights Agreement) requesting registration, based upon the total number of Registrable Securities and Note Registrable Securities (as defined in the Note Registration Rights Agreement) requested to be included in such underwriting. The Company shall have no obligation to effect, or to take any action to effect, any registration pursuant to this Section 2(B)(i) after the Company has effected two registrations pursuant to this Section 2(B)(i). ii. Without limiting any obligation of the Company hereunder or under the Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Purchaser) any of its Class A Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give the Purchaser notice of such registration. Upon the request of the Purchaser given within twenty (20) days after such notice is given by the Company, the Company shall cause to be registered all of the Registrable Securities that the Purchaser has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2(B)(ii) before the effective date of such registration, whether or not the Purchaser has elected to include Registrable Securities in such registration. In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to this Section 2(B)(ii), the Company shall not be required to include any of the Purchaser’s Registrable Securities in such underwriting unless the Purchaser accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not adversely impact the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their discretion determine would adversely impact the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not adversely impact the offering. Notwithstanding the foregoing, in no event shall the number of Registrable Securities and Note Registrable Securities (as defined in the Note Registration Rights Agreement) included in the offering be reduced below twenty-five percent (25%) of the total number of securities included in such offering.
Appears in 3 contracts
Sources: Registration Rights Agreement (Kior Inc), Purchase Agreement (Kior Inc), Registration Rights Agreement (Kior Inc)
ALTERNATIVE REGISTRATION. i. Without limiting the obligations of the Company pursuant to Section 2(A) 2.A or any remedy available to the Purchaser Purchasers for the breach thereof, if the Company cannot effect a registration pursuant to Section 2(A) hereof, and the Company receives a request from the Purchaser one or more Purchasers that the Company file a Registration Statement on Form S-1 with respect to at least fifty twenty five percent (5025%) of the Registrable Securities, then the Company shallshall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Purchasers; and (y) as soon as practicable, and in any event within seventy-five (75) days after the date such request is givengiven by the Initiating Holders, file a Registration Statement on Form S-1 under the Securities Act covering all Registrable Securities that the Purchaser has Purchasers have requested to be registeredregistered as specified by notice given by each such Purchaser to the Company within twenty (20) days of the date the Demand Notice is given. If the Purchaser intends Purchasers intend to distribute the Registrable Securities covered by its their request by means of an underwriting, the right of the any Purchaser to include its such Purchaser’s Registrable Securities in such registration shall be conditioned upon the such Purchaser’s participation in such underwriting and the inclusion of such Purchaser’s Registrable Securities in the underwriting to the extent provided herein. In the event the Purchaser intends Purchasers intend to distribute the Registrable Securities by means of an underwriting, and any Note Registrable Securities (as defined in the Note Registration Rights Agreement) are included in such underwriting, if the underwriters advise the Purchaser Purchasers in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated proportionally among such Purchasers, in proportion (as nearly as practicable) among to the number of Registrable Securities owned by each Purchaser or in such other proportion as shall mutually be agreed to by all such selling Purchasers and the other holders of Note selling holders; provided that if any Registrable Securities (as defined in the Note Stock Registration Rights Agreement) are included in such underwriting, then the number of Registrable Securities that may be included in the underwriting shall be allocated among the Purchasers requesting registration and the other holders of Registrable Securities (as defined in the Stock Registration Rights Agreement) requesting registration, based upon in proportion (as nearly as practicable) to the total number of Registrable Securities and Note Registrable Securities (as defined in the Note Stock Registration Rights Agreement) requested to be included owned by each Purchaser or other selling holder or in such underwritingother proportion as shall mutually be agreed to by all such selling Purchasers and other selling holders. The Company shall have no obligation to effect, or to take any action to effect, any registration pursuant to this Section 2(B)(i) after the Company has effected two registrations pursuant to this Section 2(B)(i).
ii. Without limiting any obligation of the Company hereunder or under the Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the PurchaserPurchasers) any of its Class A Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give the each Purchaser notice of such registration. Upon the request of the each Purchaser given within twenty (20) days after such notice is given by the Company, the Company shall cause to be registered all of the Registrable Securities that the each such Purchaser has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2(B)(ii) before the effective date of such registration, whether or not the any Purchaser has elected to include Registrable Securities in such registration. In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to this Section 2(B)(ii), the Company shall not be required to include any of the Purchaser’s Purchasers’ Registrable Securities in such underwriting unless the Purchaser accepts Purchasers accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not adversely impact the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their discretion determine would adversely impact the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not adversely impact the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Purchasers in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Purchaser or in such other proportions as shall mutually be agreed to by all such selling Purchasers. Notwithstanding the foregoing, in no event shall the number of Registrable Securities and Note Registrable Securities (as defined in the Note Stock Registration Rights Agreement) included in the offering be reduced below twenty-five percent (25%) of the total number of securities included in such offering.
Appears in 2 contracts
Sources: Senior Secured Convertible Promissory Note Purchase Agreement (Kior Inc), Registration Rights Agreement (Kior Inc)
ALTERNATIVE REGISTRATION. i. Without limiting the obligations of the Company pursuant to Section 2(A) 2.A or any remedy available to the Purchaser Purchasers for the breach thereof, if the Company cannot effect a registration pursuant to Section 2(A) hereof, and the Company receives a request from the Purchaser one or more Purchasers that the Company file a Registration Statement on Form S-1 with respect to at least fifty twenty five percent (5025%) of the Registrable Securities, then the Company shallshall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Purchasers; and (y) as soon as practicable, and in any event within seventy-five (75) days after the date such request is givengiven by the Initiating Holders, file a Registration Statement on Form S-1 under the Securities Act covering all Registrable Securities that the Purchaser has Purchasers have requested to be registeredregistered as specified by notice given by each such Purchaser to the Company within twenty (20) days of the date the Demand Notice is given. If the Purchaser intends Purchasers intend to distribute the Registrable Securities covered by its their request by means of an underwriting, the right of the any Purchaser to include its such Purchaser’s Registrable Securities in such registration shall be conditioned upon the such Purchaser’s participation in such underwriting and the inclusion of such Purchaser’s Registrable Securities in the underwriting to the extent provided herein. In the event the Purchaser intends Purchasers intend to distribute the Registrable Securities by means of an underwriting, and any Note Registrable Securities (as defined in the Note Registration Rights Agreement) are included in such underwriting, if the underwriters advise the Purchaser Purchasers in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated proportionally among such Purchasers, in proportion (as nearly as practicable) among to the number of Registrable Securities owned by each Purchaser or in such other proportion as shall mutually be agreed to by all such selling Purchasers and the other holders of Note selling holders; provided that if any Registrable Securities (as defined in the Note Stock Registration Rights Agreement) are included in such underwriting, then the number of Registrable Securities that may be included in the underwriting shall be allocated among the Purchasers requesting registration and the other holders of Registrable Securities (as defined in the Stock Registration Rights Agreement) requesting registration, based upon in proportion (as nearly as practicable) to the total number of Registrable Securities and Note Registrable Securities (as defined in the Note Stock Registration Rights Agreement) requested to be included owned by each Purchaser or other selling holder or in such underwritingother proportion as shall mutually be agreed to by all such selling Purchasers and other selling holders. The Company shall have no obligation to effect, or to take any action to effect, any registration pursuant to this Section 2(B)(i) after the Company has effected two registrations pursuant to this Section 2(B)(i).
ii. Without limiting any obligation of the Company hereunder or under the Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the PurchaserPurchasers) any of its Class A Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give the each Purchaser notice of such registration. Upon the request of the each Purchaser given within twenty (20) days after such notice is given by the Company, the Company shall cause to be registered all of the Registrable Securities that the each such Purchaser has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2(B)(ii) before the effective date of such registration, whether or not the any Purchaser has elected to include Registrable Securities in such registration. In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to this Section 2(B)(ii), the Company shall not be required to include any of the Purchaser’s Purchasers’ Registrable Securities in such underwriting unless the Purchaser accepts Purchasers accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not adversely impact the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their discretion determine would adversely impact the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not adversely impact the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Purchasers in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Purchaser or in such other proportions as shall mutually be agreed to by all such selling Purchasers. Notwithstanding the foregoing, in no event shall the number of Registrable Securities and Note Registrable Securities (as defined in the Note Stock Registration Rights Agreement) included in the offering be reduced below twenty-five percent (25%) of the total number of securities included in such offering...
Appears in 1 contract