Conditional Right to Piggyback Sample Clauses

Conditional Right to Piggyback. Subject to the provisions and conditions of this Section 4.12, if NATK (sometimes referred to in this Section as the "Company") proposes to register shares of NATK Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), and if the registration form to be used may be used for the registration of the shares of NATK Common Stock to be received by Seller in connection with the purchase and sale of the Assets as provided in Section 1.2(b) of this Agreement (the "Newly Issued Shares") (such registration event being referred to herein as a "Piggyback Registration"), NATK shall, as promptly as reasonably practical, give written notice to each of the holders of such Newly Issued Shares (the "Shareholders") and will include in such Piggyback Registration, subject to the allocation provisions below, all Newly Issued Shares with respect to which NATK has received written requests (from the Shareholders owning of record such Newly Issued Shares) for inclusion within 20 days after NATK's mailing of such notice. The rights granted to the Seller under this Section 4.12(a) shall be exerciseable by any of them only during the period beginning six (6) months following the Closing Date and ending three (3) years and six (6) months after the Closing Date (the "Registration Rights Period"). The term "Newly Issued Shares" shall include any Pledged Shares that are released or to be released from the pledge thereof pursuant to the Crosstie Note during the Registration Rights Period.
Sample 1
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Conditional Right to Piggyback. Subject to the provisions and conditions of this Section 5.12, if NATK proposes to register shares of NATK Common Stock under the Securities Act and the registration form to be used may be used for the registration of the shares of NATK Common Stock to be received by the Shareholders in connection with the Merger as provided in Section 1.2(a) of this Agreement (the "Merger Shares") (such registration event being referred to herein as a "Piggyback Registration"), NATK shall give prompt written notice to each of the Shareholders and will include in such Piggyback Registration, subject to the allocation provisions below, all Merger Shares with respect to which NATK has received written requests (from the Shareholders owning of record such Merger Shares) for inclusion within 20 days after NATK's mailing of such notice. The rights granted to the Shareholders under this Section 5.12(a) shall be exerciseable by any of them only during the period beginning six (6) months following the Effective Time (and shall apply to any then-pending registration statement, which registration statement NATK agrees to amend so as to permit the Shareholders to exercise their rights as provided in this Section 5.12 if the other conditions of this Section 5.12 are then met) and ending three (3) years after the Effective Time.
Sample 1

Related to Conditional Right to Piggyback

  • Right to Piggyback Whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.

  • Assignability of Registration Rights Except as provided in Section 8.11, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Party to this Agreement.

  • Piggyback Registration Rights To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

  • Transferability of Registration Rights The registration rights set forth in this Agreement are transferable to each transferee of Registrable Securities. Each subsequent holder of Registrable Securities must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights granted pursuant to this Agreement.

  • Registration Rights and Voting Rights Except as required pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act of 1933, as amended (the “Securities Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.

  • Registration Rights No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • Right to Purchase Section 11.23

  • Termination of Registration Rights A Holder’s registration rights as to any securities held by such Holder (and its Affiliates, partners, members and former members) shall not be available unless such securities are Registrable Securities.

  • Unlimited Piggyback Registration Rights For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

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