Demand and Shelf Registration Sample Clauses
The Demand and Shelf Registration clause outlines the rights of certain shareholders to require a company to register their shares for public sale, either upon request (demand registration) or through a shelf registration that allows shares to be registered for sale over a period of time. In practice, this means that eligible shareholders can prompt the company to file the necessary documents with regulatory authorities, enabling them to sell their shares in the public market when they choose, rather than waiting for the company to initiate a public offering. This clause is essential for providing liquidity to shareholders and ensuring they have a clear mechanism to exit their investment when desired.
Demand and Shelf Registration. Right to Demand; Demand Notices 4 Section 2.2 Shelf Registration 5 Section 2.3 Deferral or Suspension of Registration 6 Section 2.4 Effective Registration Statement 7 Section 2.5 Selection of Underwriters; Cutback 7 Section 2.6 Lock-up 8 Section 2.7 Participation in Underwritten Offering; Information by Holder 9 Section 2.8 Registration Expenses 9 Section 2.9 Permitted Transferees 9 ARTICLE III PIGGYBACK REGISTRATION9 Section 3.1 Notices 10 Section 3.2 Underwriter’s Cutback 10 Section 3.3 Company Control 11 Section 3.4 Selection of Underwriters 11 Section 3.5 Withdrawal of Registration 11 ARTICLE IV REGISTRATION PROCEDURES Section 4.1 Registration Procedures 11 ARTICLE V INDEMNIFICATION Section 5.1 Indemnification by the Company 15 Section 5.2 Indemnification by Selling Investors 15 Section 5.3 Conduct of Indemnification Proceedings 15 Section 5.4 Settlement Offers 16 Section 5.5 Other Indemnification 16 Section 5.6 Contribution 16 ARTICLE VI EXCHANGE ACT COMPLIANCE; LEGEND REMOVAL
Demand and Shelf Registration. Right to Demand; Demand Notices 6 Section 2.2 Shelf Registration 7 Section 2.3 Deferral or Suspension of Registration 9 Section 2.4 Effective Registration Statement 10 Section 2.5 Selection of Underwriters; Cutback 11 Section 2.6 Lock-up 12 Section 2.7 Participation in Underwritten Offering; Information by Holder 13 Section 2.8 Registration Expenses 13
Demand and Shelf Registration. Section 2.2 of the Agreement is hereby amended and restated in its entirety by inserting the following language in lieu thereof:
(a) Within one week from the date of this Amendment, the Company shall file a Registration Statement on Form S-1, Form S-3 (if the Company is then eligible), or such other similar form as may be permitted under the Securities Act, covering the number of Registrable Securities equal to the quotient obtained by dividing $5,000,000 by the average closing price of the Company's Common Stock as reported on the Nasdaq National Market on the five trading days immediately prior to such filing (the "Initial Shares"); provided, that in the event Audited Financial Statements are necessary for such filing, such Audited Financial Statements shall have been delivered to the Company prior to the time that any filing pursuant to this Section 2.2 shall be effected. The Company may at any time amend the Registration Statement to amend the form on which such Registration Statement has been filed, so long as permitted by applicable federal law. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof at approximately 9:00 A.M. (as determined by the Commission) on a trading day (the period commencing with the effectiveness of the Registration Statement on a trading day, or at 8 A.M. on the next succeeding trading day if the Registration Statement shall be declared effective on a date that is not a trading day, and ending at the same time on the next succeeding trading day, shall be referred to herein as the "Effective Date"), and shall give Holders at least 24 hours prior notice of the date that the Registration Statement is to be declared effective. Thereafter, the Company shall use its reasonable best efforts to keep the Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by the Holders until February 22, 2001, or for such shorter period that will terminate when all Registrable Securities covered by the Registration Statement have been sold pursuant to the Registration Statement or cease to be outstanding or otherwise to be Registrable Securities by reason of subsection (c) hereof (the "Sale Period"). If all of the securities which may be sold pursuant to Section 2.2(b) shall not have been sold on or before February 22, 2000, and any Ho...
Demand and Shelf Registration