Common Share Registration Clause Samples
The Common Share Registration clause outlines the procedures and obligations related to registering common shares of a company, typically to enable their sale or transfer in public markets. This clause often specifies the circumstances under which shareholders can require the company to register their shares, the process for initiating registration, and any limitations or conditions that may apply, such as timing or costs. Its core practical function is to provide shareholders with a mechanism to achieve liquidity for their shares by ensuring they can be legally sold to the public, thereby addressing the problem of restricted transferability in private companies.
Common Share Registration. Subject to the limitation set forth in Section 2.03(c) below, in the event that any of BlackRock, GSO or Magnetar elects to dispose of Common Share Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and either (i) reasonably expects gross proceeds of at least $65 million from such Underwritten Offering (together with any Common Share Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02) or (ii) reasonably expects gross proceeds of at least $30 million from such Underwritten Offering (together with any Common Share Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02) and such Common Share Registrable Securities represent 100% of the then outstanding Common Share Registrable Securities held by the applicable Selling Holder and Affiliates, the Company shall, at the written request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the Managing Underwriter or Underwriters selected by the Company (subject to the written consent of the Lead Investor initiating such Underwritten Offering, which consent shall not be unreasonably withheld), which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Common Share Registrable Securities.
Common Share Registration. The Bancshares Common Shares into which the Bank Common Shares are to be converted pursuant to this Agreement and the Agreement of Merger shall have been registered with the Securities and Exchange Commission and no stop order shall be threatened or in effect with respect thereto.