Certain Registration Rights. If at any time prior to the Termination Date the Company registers under the Act any shares of Common Stock to be issued to an executive officer of the Company or any of its subsidiaries upon exercise of an option (a "Management Option") to acquire such shares of Common Stock granted in connection with such person's employment with the Company or any of its subsidiaries as an executive officer, then the Company shall offer in writing to Employee a corresponding right to receive shares of Common Stock that are registered under the Act upon the exercise of any of Employee's then vested and unexercised shares of Common Stock under this Agreement upon similar terms and provisions as those offered to such other executive officer. In addition, if at any time prior to the Termination Date the Company offers to register any of such other executive officer's outstanding shares of Common Stock that were issued to him upon exercise of a Management Option, then the Company shall offer in writing to Employee at the same time a corresponding right to cause the Company to register any of the Employee's then outstanding shares of Common Stock that were issued to him upon exercise of the Option granted under this Agreement. The rights granted in favor of Employee under this Section 12: (a) shall be as equal in nature to the rights granted in favor of such other executive officer as is reasonably practicable, (b) shall relate to a proportionate number of Employee's shares of Common Stock as the Board of Directors of the Company deems reasonable and (c) shall be subject to such other reasonable terms and conditions as the Board of Directors of the Company may then impose.
Certain Registration Rights. Each of the parties to this Agreement, contemporaneously with the execution and delivery hereof, has executed and delivered an Amended and Restated Registration Rights Agreement which entitles the Stockholders to certain registration rights in respect of Restricted Securities as provided therein.
Certain Registration Rights. The Company hereby affirms and agrees that the registration rights granted to the Purchasers and certain other stockholders of the Company as set forth in the Registration Rights Agreement, dated as of March 29, 1996 (said agreement, as previously amended, the "Registration Rights Agreement"), among
Certain Registration Rights. 15 Section 8.08. Waiver Of Standstill........................................ 15
Certain Registration Rights. Compaq, CMGI and AV hereby agree that effective as of the Closing Date (i) the CMGI Shares and the AV Shares shall be CMGI Registrable Securities and Newco Registrable Securities, respectively, under that certain Registration Rights Agreement dated as of August 18, 1999 (as may be amended from time to time, the "CMGI/AV REGISTRATION RIGHTS AGREEMENT") by and among Compaq, CMGI and AV, (ii) notwithstanding anything contained in Section 2.1(e) or Section 3.1(d) of the CMGI/AV Registration Rights Agreement, CMGI shall be required to register CMGI Registrable Securities pursuant to Section 2.1 or Section 3.1, as applicable, of such agreement so long as the approximate aggregate offering price of the CMGI Registrable Securities proposed to be registered by the investors thereunder is at least $5,000,000 or otherwise represents all CMGI Registrable Securities then held and (iii) notwithstanding anything contained in Section 4.1(d) or Section 5.1(d) of the CMGI/AV Registration Rights Agreement, AV shall be required to register Newco Registrable Securities pursuant to Section 4.1 or Section 5.1, as applicable, of such agreement so long as the approximate aggregate offering price of the Newco Registrable Securities proposed to be registered by the investors thereunder is at least $5,000,000 or otherwise represents all Newco Registrable Securities then held.
Certain Registration Rights. (a) In the event that AP shall file a registration statement under the Securities Act in connection with the proposed offer and sale for cash of shares of AP Common Stock (i) by it, in the case of a primary registration, or (ii) by any party to this Agreement, in the case of a secondary registration, other than in each case a registration on Form S-4 or Form S-8 promulgated under the Securities Act or any successor or similar form, AP will give written notice of its determination to DNC and each Management Investor and each of their Permitted Transferees (each one individually, a "Holder", and collectively, the "Holders"). Upon the written request of a Holder given to AP within 30 days after the mailing of any such notice by AP, AP will cause all shares of AP Common Stock which such Holder has requested to have registered to be included in such registration statement; provided, that if the managing underwriter, in the case of any underwritten public offering, determines and advises in writing that in its opinion the number of shares of AP Common Stock to be registered by AP in a primary registration, or on behalf of either any other party to this Agreement or all other Holders in a permitted secondary registration exceeds the number of shares of AP Common Stock which can be sold in such offering (the "Salable Shares"), then AP will include in such registration (i) first, the shares of AP Common Stock AP proposes to sell, in the case of a primary registration, and (ii) second, the shares of AP Common Stock to be sold by any person other than AP (including shares requested to be included in such registration pursuant to this Section 2.7(a)), reduced pro rata among such persons so that the total number of shares of AP Common Stock registered for sale will not exceed the Salable Shares.
(b) In the event any Holder requests that shares of AP Common Stock be registered and sold pursuant to Section 2.7(a) above, AP and the other parties to this Agreement shall use their respective best efforts to cause such shares of AP Common Stock to be registered and sold as part of the offering which AP notified such holders of pursuant to Section 2.7(a) above, including, without limitation, filing all documents which are necessary or appropriate with the Securities and Exchange Commission and with any state securities commissions or authorities. AP shall select the underwriter of any such offering. All costs and expenses of registering any Holder's shares for sale pursuant t...
Certain Registration Rights. At the Closing, Parent and the Stockholder shall execute and deliver a Registration Rights Agreement in the form annexed hereto as Exhibit B with respect to registration of the Transaction Shares (the “Registration Rights Agreement”).
Certain Registration Rights. The Holder of this Warrant Certificate shall be entitled to those rights to register the public resale of the Shares under the Act as are contained in Section E of the Securities Purchase Agreement executed by the Holder and the Company in connection with the issuance of the Units and the provisions of such Section E are deemed incorporated herein by reference.
Certain Registration Rights. 14 VII. MISCELLANEOUS ................................................. 14 SECTION 7.01. Expenses, Etc................................... 14 SECTION 7.02. Survival of Agreements.......................... 14 SECTION 7.03. Parties in Interest............................. 14 SECTION 7.04. Notices......................................... 15 SECTION 7.05. Entire Agreement; Assignment.................... 16 SECTION 7.06. Counterparts.................................... 16 SECTION 7.07. Governing Law................................... 16
Certain Registration Rights. (a) The shares of Purchaser Common Stock have not been registered under the Securities Act. Accordingly, (i) certificates evidencing all such shares shall bear the legend specified in Annex A and (ii) such shares are transferable only to “Permitted Holders” as defined in Annex A, in each case unless and until such shares are subsequently transferred (x) pursuant to an effective registration statement under the Securities Act or (y) pursuant to an exemption from such registration requirements. Annex A specifies the obligation of the Purchaser to effect and maintain a registration of the Purchaser Common Stock via a registration statement in the appropriate form so that transfers thereof can be effected by the holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement and the rules under the Securities Act applicable thereto.
(b) Pending registration of the Purchaser Common Stock compromising part of the Purchase Price, transfer and exchange of such Purchaser Common Stock shall be subject to the restrictions set forth in Annex A.
