Common use of Annual registration Clause in Contracts

Annual registration. (a) With respect to each of the third through the ninth anniversaries of the IPO Date, Lazard Ltd shall use its reasonable best efforts to effect the registration under the Securities Act of sales by Covered Persons of the following Registrable Securities: (i) all Registrable Securities issuable to Covered Persons in respect of the exchange of Covered Interests in connection with such anniversary date pursuant to the Master Separation Agreement for such period (provided that such Covered Persons shall have complied with the notice provisions with respect thereto set forth in the Master Separation Agreement) and (ii) all other Registrable Securities of any Covered Persons which Registrable Securities are reasonably expected to continue to be Registrable Securities at the expected filing date for the registration statement with respect to such registration and which Covered Persons shall have provided Lazard Ltd with a written request for registration at least 20 business days prior to the applicable anniversary date requesting registration of such Registrable Securities (each such registration, an “Annual Registration”); provided, however, that Lazard Ltd shall not be obligated to file any such registration statement or effect such registration if the amount of all such Registrable Securities does not equal or exceed the Minimum Share Number (including, for purposes of calculating such Minimum Share Number, any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Annual Registration) as of the date of such filing or registration. Lazard Ltd shall use its reasonable best efforts, subject to the restrictions in Section 4.1(d), to file a registration statement under the Securities Act with respect to each Annual Registration as promptly as reasonably practicable following the applicable Periodic Filing Date.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Lazard LTD), Stockholders’ Agreement (Lazard Group LLC)

AutoNDA by SimpleDocs

Annual registration. (a) With respect to each of the third through the ninth anniversaries of the IPO Date, Lazard Ltd shall use its reasonable best efforts to effect the registration under the Securities Act of sales by Covered Persons of the following Registrable Securities: (i) all Registrable Securities issuable to be issued to Covered Persons in respect of the exchange of Covered Interests in connection with such anniversary date pursuant to the Master Separation Agreement for such period (provided that such Covered Persons shall have complied with the notice provisions with respect thereto set forth in the Master Separation Agreement) and (ii) all other Registrable Securities of any Covered Persons which Registrable Securities are reasonably expected to continue to be Registrable Securities at the expected filing date for the registration statement with respect to such registration and which Covered Persons shall who have provided Lazard Ltd with a written request for registration at least 20 business days prior to the applicable anniversary date requesting registration of such Registrable Securities (each such registration, an “Annual Registration”); provided, however, that Lazard Ltd shall not be obligated to file any such registration statement or effect such registration if the amount of all such Registrable Securities does not equal or exceed the Minimum Share Number (including, for purposes of calculating such Minimum Share Number, any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Annual Registration) as of the date of such filing or registration. Lazard Ltd shall use its reasonable best efforts, subject to the restrictions in Section 4.1(d), to file a registration statement under the Securities Act with respect to each Annual Registration as promptly as reasonably practicable following the applicable Periodic Filing Date.

Appears in 1 contract

Samples: Stockholders’ Agreement (Lazard LTD)

Annual registration. (a) With respect to each of the third through the ninth anniversaries of the IPO Date, Lazard Ltd shall use its reasonable best efforts to effect the registration under the Securities Act of sales by Covered Persons of the following Registrable Securities: (i) all Registrable Securities issuable to be issued to Covered Persons in respect of the exchange of Covered Interests in connection with such anniversary date pursuant to the Master Separation Agreement for such period (provided that such Covered Persons shall have complied with the notice provisions with respect thereto set forth in the Master Separation Agreement) and (ii) all other Registrable Securities of any Covered Persons which Registrable Securities are reasonably expected to continue to be Registrable Securities at the expected filing date for the registration statement with respect to such registration and which Covered Persons shall have provided Lazard Ltd with a written request for registration at least 20 business days prior to the applicable anniversary date requesting registration of such Registrable Securities (each such registration, an "Annual Registration"); provided, however, that Lazard Ltd shall not be obligated to file any such registration statement or effect such registration if the amount of all such Registrable Securities does not equal or exceed the Minimum Share Number (including, for purposes of calculating such Minimum Share Number, any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Annual Registration) as of the date of such filing or registration. Lazard Ltd shall use its reasonable best efforts, subject to the restrictions in Section 4.1(d), to file a registration statement under the Securities Act with respect to each Annual Registration as promptly as reasonably practicable following the applicable Periodic Filing Date.

Appears in 1 contract

Samples: Stockholders' Agreement (Wasserstein Bruce Jay)

AutoNDA by SimpleDocs

Annual registration. (a) With respect to each of the third through the ninth anniversaries of the IPO Date, Lazard Ltd shall use its reasonable best efforts to effect the registration under the Securities Act of sales by Covered Persons of the following Registrable Securities: (i) all Registrable Securities issuable to be issued to Covered Persons in respect of the exchange of Covered Interests in connection with such anniversary date pursuant to the Master Separation Agreement for such period (provided that such Covered Persons shall have complied with the notice provisions with respect thereto set forth in the Master Separation Agreement) and (ii) all other Registrable Securities of any Covered Persons which Registrable Securities are reasonably expected to continue to be Registrable Securities at the expected filing date for the registration statement with respect to such registration and which Covered Persons shall have provided Lazard Ltd with a written request for registration at least 20 business days prior to the applicable anniversary date requesting registration of such Registrable Securities (each such registration, an “Annual Registration”); provided, however, that Lazard Ltd shall not be obligated to file any such registration statement or effect such registration if the amount of all such Registrable Securities does not equal or exceed the Minimum Share Number (including, for purposes of calculating such Minimum Share Number, any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Annual Registration) as of the date of such filing or registration. Lazard Ltd shall use its reasonable best efforts, subject to the restrictions in Section 4.1(d), to file a registration statement under the Securities Act with respect to each Annual Registration as promptly as reasonably practicable following the applicable Periodic Filing Date.

Appears in 1 contract

Samples: Stockholders’ Agreement (LAZ-MD Holdings LLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!