Company Registrations. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders) any of its stock or other securities under the Securities Act in connection with an underwritten public offering of such securities solely for cash other than (i) a Registration Statement required to be filed under Section 6.1 of this Agreement, (ii) a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8, or (iii) a registration on Form S-4, the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after delivery of such notice by the Company in accordance with Section 8.6, the Company shall, subject to the provisions of this Article VI, use its reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. In the event that the underwriters in such public offering advise the Company that marketing factors require a limitation of the number of shares to be underwritten, the Company and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first, to the Company; and (ii) second, to the Holders of Registrable Securities and to such other holders of “Registrable Securities” under agreements in effect on the date of this Agreement that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Holder; provided, however, that in no event shall the number of Registrable Securities to be registered in any public offering under this Section 6.4 be less than twenty-five percent (25%) of the total number of shares to be registered pursuant to such registration. The Company shall have no obligation under this Section 6.4 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so. The Company’s obligations under this Section 6.4 shall terminate upon expiration of the Registration Period.
Company Registrations. Section 2.12(a) of the Disclosure Schedule lists all Company Registrations, in each case enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing or issuance, names of all current applicant(s) and registered owners(s), as applicable. All assignments of Company Registrations to the Company or any Subsidiary have been properly executed and recorded. To the knowledge of the Company, all Company Registrations are valid and enforceable and all issuance, renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid by or on behalf of the Company.
Company Registrations. If the registration is an underwritten primary registered offering on behalf of the Company and not as the result of a Demand pursuant to Section 4.2.1, and the managing underwriter(s) of such offering determine in their good faith judgment that the aggregate number of securities, including Registrable Shares, of the Company which all Selling Holders and all other security holders of the Company, pursuant to contractual rights to participate in such registration (the “Other Holders”), propose to include in such registration statement exceeds the maximum number of securities, including Registrable Shares, that can reasonably be expected to be sold in such offering without materially and adversely affecting the marketability of the offering or the selling price to be obtained, the Company will include in such registration, first, the shares of Common Stock or other securities which the Company proposes to sell and, second, the Registrable Shares of such Selling Holders and other securities to be sold for the account of Other Holders, pro rata among all such Selling Holders and Other Holders, taken together, on the basis of the number of Registrable Shares or other securities of the Company requested to be included by all Selling Holders and Other Holders who have requested that securities owned by them be so included, it being agreed and understood, however, that such managing underwriter(s) shall have the right, at their sole discretion, to eliminate entirely the participation in such registration of all Selling Holders and Other Holders (or certain selected classes, such as directors and executive officers).
Company Registrations. Section 4.22(a) of the Disclosure Schedule lists all Company Registrations, in each case enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing or issuance, names of all current applicant(s) and registered owners(s), as applicable. All assignments of Company Registrations to the Company have been properly executed and recorded. To the Knowledge of the Company, all Company Registrations are valid and enforceable and all issuance, renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid by or on behalf of the Company.
Company Registrations. Section 3.15(a) of the Company Disclosure Schedule sets forth a correct and complete list of all Intellectual Property registrations and applications that are registered or filed in the name of the Company or any of its Subsidiaries in any jurisdiction, alone or jointly with others (collectively, “Registered Company IP”), specifying as to each item, as applicable: (i) the nature of the item, including the title, (ii) the owner of the item, (iii) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed and (iv) the issuance, registration or application numbers and dates. To the knowledge of the Company, all such registrations for Registered Company IP are valid and enforceable. All Registered Company IP is owned exclusively by the Company or its Subsidiaries without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Registered Company IP, and the Company or its Subsidiaries has recorded any necessary assignments of all Registered Company IP.
Company Registrations. If, at any time from time to time, the Company shall determine to register any of its Shares for sale in an Underwritten Public Offering for its own account (other than a registration relating to (i) a registration of an employee compensation plan or arrangement adopted in the ordinary course of business on Form S-8 (or any successor form) or any dividend reinvestment plan or (ii) a registration of securities on Form F-4 (or any successor form) including, without limitation, in connection with a proposed issuance in exchange for securities or assets of, or in connection with a merger or consolidation with another Person), the Company will promptly give to the Holders written notice thereof, and include in such registration (subject to Section 2.3.2) all the Registrable Securities specified in a written request made by any one or more of the Holders (the "Incidental Registration Piggyback Shares") within ten (10) days after such Holder's receipt of such written notice from the Company ("Incidental Registration"). The right of such Holder to have Registrable Securities included in a registration pursuant to this Section 2.3.1 shall be conditioned upon such Holder accepting the timing and terms and conditions of the subject Underwritten Public Offering (as evidenced by each such Holder and, if applicable, any participating member of the Istithmar Group, becoming a party to the applicable underwriting agreement).
Company Registrations. If the registration is an underwritten primary registered offering on behalf of the Company and not as the result of a Demand pursuant to Section 4.2.1, and the managing underwriter(s) of such offering determine in their good faith judgment that the aggregate number of securities, including Registrable Shares, of the Company which all Selling Holders and all other security holders of the Company, pursuant to contractual rights to participate in such registration (the "Other Holders"), propose to include in such registration statement exceeds the maximum number of securities, including Registrable Shares, that can reasonably be expected to be sold in such offering without materially and adversely affecting the marketability of the offering or the selling price to be obtained, the Company will include in such registration, (i) first, the shares of Common Stock or other securities which the Company proposes to sell, (ii) second, Registrable Shares held by Xxxxxxx Xxxxx in such amount as the Company selects in its sole discretion, provided, that the Company shall only include shares pursuant to this clause (ii) in such amount that results in the receipt by Xx. Xxxxx of not more than $1,750,000 in aggregate net proceeds from the sale of such shares and (iii) third, the Registrable Shares of the Selling Holders and other securities to be sold for the account of Other Holders, pro rata among all such Selling Holders and Other Holders, taken together, on the basis of the number of Registrable Shares or other securities of the Company requested to be included by all Selling Holders and Other Holders who have requested that securities owned by them be so included, it being agreed and understood, however, that such managing underwriter(s) shall have the right, at their sole discretion, to eliminate entirely the participation in such registration of all Selling Holders and Other Holders (or certain selected classes, such as directors and executive officers)."
Company Registrations. (i) In connection with any offering involving an underwriting of shares of the Company’s Capital Stock pursuant to Section 2(c), the Company shall not be required to include any Registrable Securities or Permissible Piggyback Shares in such underwriting unless the Holders thereof 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 jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities and Permissible Piggyback Shares, requested by Holders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities and Permissible Piggyback Shares, which the underwriters in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities and Permissible Piggyback Shares requested to be registered can be included in such offering, then the Registrable Securities and Permissible Piggyback Shares that are included in such offering shall be allocated in accordance with the the allocation set forth in Section 2(d)(ii).
Company Registrations. (i) Subject to the terms of this Agreement, in the event the Company decides to register any of its securities, other than as contemplated by Sections 2(a) and 2(b) (either for its own account or the account of a security holder) and other than a registration on Form S-4 or S-8 (or any successor or similar forms), on a form that would be suitable for a registration involving Registrable Shares, the Company will (i) promptly give the Holders written notice thereof and (ii) subject to Section 2(d)(ii)(b) below, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Shares specified in a written request delivered to the Company by the Holders within ten (10) business days after delivery of such written notice from the Company.
Company Registrations. If the Company at any time after this Warrant becomes exercisable proposes to register for sale by the Company in an underwritten offering any of its Common Stock under the Securities Act on any form of general application (other than registration statements on Forms S-4 or S-8 or other similar or substitute forms), it will each such time give written notice to the Holder of its intention to do so and, upon the written request of the Holder made within 30 days after the receipt of any such notice (which request shall specify the number of Registrable Shares intended to be disposed of by the
(1) there shall first be excluded shares of Common Stock proposed to be included by holders of the Company's securities not possessing legal rights to include the same; and (2) any further reduction shall be pro rata among such holders (having such legal right) requesting such registration in the proportion of the number of shares of Common Stock then owned by each with respect to which it has registration rights; provided, however, that there shall be no reduction pursuant to the provisions hereof in the number of shares to be included therein (i) by the Company and (ii) by a person or persons with a legal right to demand such registration if the registration is at the demand of such person or persons pursuant to such legal right.
