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 If, at any time after an Initial Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to an offering of Registrable Securities (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or not for its own account, then, each such time, the Company shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder, including, without limitation, Registrable Securities held by any Member who is not an Initiating Holder, may request (a “Piggyback Registration”). Subject to Section 4(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after notice has been given to the applicable holder. The eligible holders of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred twenty (120) days after the effective date thereof or for two years in the case of a “shelf” Registration Statement and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement.

  • Right to Piggyback Registration (i) If at any time following the date of this Agreement that any Registrable Securities remain outstanding (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the holders of the Registrable Securities of its intention to do so (but in no event less than thirty (30) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities.

  • Termination of Piggyback Registration Rights Each Holder’s rights under Section 2.2 shall terminate upon such Holder ceasing to hold at least 1,000,000 of the then outstanding Registrable Securities.

  • 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.

  • Waiver of Registration Rights The Company shall obtain a waiver of so-called "piggy-back" registration rights from any holders of any securities of the Company who have the right to require inclusion of any or all of their securities in the Registration Statement contemplated by 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.

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