Demand Procedure. (i) Subject to subsections (ii) and (iv) below, during the Demand Period any Holder or combination of Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities may deliver to the Company a written request (a “Demand Registration Request”) that the Company register any or all such Demanding Shareholders’ Registrable Securities. (ii) Holders of the Series E Registrable Securities, taken together, may only make one Demand Registration Request during the Demand Period. The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the Demand Registration Request. (iii) A Demand Registration Request from Demanding Shareholders shall (A) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; (B) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; and (C) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration. (iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration. (v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld. (vi) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) above, the Company shall, within ten (10) days following receipt of such Demand Registration Request, give written notice of such request to other Holders of the Registrable Shares not included in the Demand Registration Request. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. (vii) Notwithstanding any other provision of this Section 5.1, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) shall be withdrawn from the registration.
Appears in 3 contracts
Samples: Stock Purchase Agreement (PSM Holdings Inc), Stock Purchase Agreement (PSM Holdings Inc), Stock Purchase Agreement (PSM Holdings Inc)
Demand Procedure. (i) Subject to subsections (ii) and (iv) below, during the Demand Period So long as any Holder or combination of Holders Registrable Securities remain outstanding (the “Demanding ShareholdersRegistration Term”) owning 50% or more of ), Investors shall have the Series E Registrable Securities may deliver right (the “Demand Right”), by written notice to the Company a written request (a “Demand Registration RequestNotice”) ), to require the Company to register all or a portion of the Registrable Securities held by the Investors under and in accordance with the provisions of the Securities Act (a “Demand Registration”), provided that the Company register any or all shall not be required to make a Demand Registration for an amount of Registrable Securities less than $5,000,000 as measured by Purchase Price (as defined in the Purchase Agreement) of such Demanding Shareholders’ Registrable Securities.
(ii) Holders of the Series E Registrable Securities, taken together, may only make one Demand Registration Request during the Demand Period. The Company shall only be required to file one Registration Statement shall, within two (as distinguished from supplements or pre-effective or post-effective amendments thereto2) in response to Business Days after the date the Demand Registration Request.
(iii) A Demand Registration Request from Demanding Shareholders shall (A) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; (B) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; and (C) identify any managing underwriter or managing underwriters proposed for the underwritten portionNotice is given, if any, provide written notice of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration request to all Holders of Registrable Securities. As soon as practicable, then the Company shall, subject to the limitations but in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within any case no later than thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vi) Upon following the receipt by the Company of a the original Demand Registration Request in accordance with subsection (iv) aboveNotice, the Company shallwill file (i) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S-3ASR with the SEC, within if the Company is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to file Form S-3ASR under the applicable rules and regulations of the SEC, or (ii) a Registration Statement on Form S-3 with the SEC, if the Company is not then eligible to file an automatic shelf registration statement on Form S-3ASR under the applicable rules of the SEC, in either case with respect to resale of the issued and outstanding Registrable Securities covered by the original Demand Notice and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by such other Holders in a Demand Notice which shall be provided to the Company on or before ten (10) days after the date the Company’s Notice is given to such Holders; provided, however, that if the Company is not then eligible to file a Registration Statement on Form S-3ASR or Form S-3, the Company shall instead file a Registration Statement on Form S-1 (or other applicable form) no later than forty five (45) days following receipt of such the original Demand Registration Request, give written notice of such request to other Holders of the Registrable Shares not included in the Demand Registration RequestNotice. The Company shall include in will use commercially reasonable efforts to cause such notice information concerning whether all, part, or none of the distribution is expected Registration Statement to be made declared effective by means the SEC as promptly as practicable after such filing (except in the case of an underwriting, and, if automatic shelf registration statement on Form S-3ASR that is deemed effective upon filing).The Company shall not be required to effect more than one means of distribution is contemplated, may require three (3) Demand Registrations for all the Holders to notify as a group; except that the Company of the means of distribution of their Registrable Securities shall effect additional Demand Registrations as necessary to be included in the registration. If any Holder who is not register under a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(vii) Notwithstanding any other provision of this Section 5.1, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection initial Demand Registration by the Managing Underwriter (viiif any) shall be withdrawn from pursuant to the registrationlast sentence of Section 2.1.3.
Appears in 2 contracts
Samples: Registration Rights Agreement (Broadfin Capital, LLC), Registration Rights Agreement (Biodelivery Sciences International Inc)
Demand Procedure. (i) 2.2.1 Subject to subsections (ii) Sections 2.2.2 and (iv) 2.2.4 below, during the Demand Period any Holder or combination of Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Registerable Securities may deliver to the Company a written request (a “Demand Registration Request”) that the Company register any or all such Demanding Shareholders’ Registrable SecuritiesRegisterable Shares.
(ii) Holders of the Series E Registrable Securities2.2.2 Holders, taken together, may only make one Demand Registration Request during the Demand Period. The Company shall only be required to file one Registration Statement registration statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the each Demand Registration Request.
(iii) 2.2.3 A Demand Registration Request from Demanding Shareholders shall (Ai) set forth the number of Registrable Registerable Securities intended to be sold pursuant to the Demand Registration Request; (Bii) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; and (Ciii) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) 2.2.4 The parties anticipate that the registration contemplated under this Section 5.1 2 will be accomplished by means of the filing of a Form S-1S-1 or S-3, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Registerable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) Section 2.2.3 above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Registerable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE VAgreement, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Registerable Securities to be included in the underwriting, subject to approval by the Board of Directors of the Company, such approval not to be unreasonably withheld.
(vi) 2.2.5 Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) aboveSection 2.2.4 hereof, the Company shall, within ten (10) days following receipt of such Demand Registration Request, give written notice of such request to all other Holders of the Registrable Shares not included in the Demand Registration RequestHolders. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Registerable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Registerable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Registerable Securities included in the Registration Statement registration statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Registerable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE VAgreement). Any Holder proposing to distribute his, her, or its Registrable Registerable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(vii) 2.2.6 Notwithstanding any other provision of this Section 5.12, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Registerable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Registerable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Registerable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) Section 2.2.7 shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (White Mountain Titanium Corp), Loan Agreement (White Mountain Titanium Corp)
Demand Procedure. (i) Subject to subsections (ii) and (iv) below, during the Demand Period So long as any Holder or combination of Holders Registrable Securities remain outstanding (the “Demanding ShareholdersRegistration Term”) owning 50% or more of ), Buyer shall have the Series E Registrable Securities may deliver right (the “Demand Right”), by written notice to the Company a written request (a “Demand Registration RequestNotice”) that ), to require the Company to register any all or all such Demanding Shareholders’ Registrable Securities.
(ii) Holders a portion of the Series E Registrable Securities, taken together, may only make one Securities held by Buyer under and in accordance with the provisions of the Securities Act (a “Demand Registration Request during the Demand PeriodRegistration”). The Company shall only be required to file one Registration Statement shall, within five (as distinguished from supplements or pre-effective or post-effective amendments thereto5) in response to Business Days after the date the Demand Registration Request.
(iii) A Demand Registration Request from Demanding Shareholders shall (A) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; (B) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; and (C) identify any managing underwriter or managing underwriters proposed for the underwritten portionNotice is given, if any, provide written notice of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration request to all Holders of Registrable Securities. As soon as practicable, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in any case no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vi) Upon following the receipt by the Company of a the original Demand Registration Request in accordance with subsection (iv) aboveNotice, the Company shallwill file (i) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S‑3ASR with the SEC, within if the Company is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) eligible to file Form S-3ASR under the applicable rules and regulations of the SEC, or (ii) a Registration Statement on Form S-3 with the SEC, if the Company is not then eligible to file an automatic shelf registration statement on Form S-3ASR under the applicable rules of the SEC, in either case with respect to resale of the issued and outstanding Registrable Securities covered by the original Demand Notice and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by such other Holders in a Demand Notice which shall be provided to the Company on or before ten (10) days after the date the Company’s Notice is given to such Holders; provided, however, that if the Company is not then eligible to file a Registration Statement on Form S-3ASR or Form S-3, the Company shall instead file a Registration Statement on Form S-1 (or other applicable form) no later than sixty (60) days following receipt of such the original Demand Registration Request, give written notice of such request to other Holders of the Registrable Shares not included in the Demand Registration RequestNotice. The Company shall include in will use commercially reasonable efforts to cause such notice information concerning whether all, part, or none of the distribution is expected Registration Statement to be made declared effective by means the SEC as promptly as practicable after such filing (except in the case of an underwriting, and, if automatic shelf registration statement on Form S-3ASR that is deemed effective upon filing).The Company shall not be required to effect more than one means of distribution is contemplated, may require (1) Demand Registration for all the Holders to notify as a group; except that the Company of the means of distribution of their Registrable Securities shall effect additional Demand Registrations as necessary to be included in the registration. If any Holder who is not register under a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(vii) Notwithstanding any other provision of this Section 5.1, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection initial Demand Registration by the Managing Underwriter (viiif any) shall be withdrawn from pursuant to the registrationlast sentence of Section 2.1.3.
Appears in 2 contracts
Samples: Registration Rights Agreement (Cogentix Medical Inc /De/), Registration Rights Agreement (Pell Lewis C)
Demand Procedure. (i) 2.2.1 Subject to subsections (ii) Sections 2.2.2 and (iv) 2.2.4 below, during the Demand Period any Holder or combination of Holders (the “Demanding ShareholdersShareholder”) owning 5010% or more of the Series E Registrable Registerable Securities may deliver to the Company a written request (a “Demand Registration Request”) that the Company register any or all such Demanding Shareholders’ Registrable SecuritiesShareholder’s Registerable Shares.
(ii) Holders of the Series E Registrable Securities2.2.2 Holders, taken together, may only make one Demand Registration Request in each two-month period during the Demand PeriodPeriod (the “Interim Demand Periods”). The Company shall only be required to file one Registration Statement registration statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the each Demand Registration Request.
(iii) 2.2.3 A Demand Registration Request from Demanding Shareholders Shareholder shall (Ai) set forth the number of Registrable Registerable Securities intended to be sold pursuant to the Demand Registration Request; (Bii) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; and (Ciii) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) 2.2.4 If during the any Interim Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders Shareholder for the registration of Registrable Registerable Securities, then the Company shall, subject to the limitations in subsections (v) Sections 2.2.5 and (vi) below2.2.6 hereof, (Ai) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Registerable Securities that the Demanding Shareholders Shareholder requested to be registered in the Demand Registration Request; (Bii) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (Ciii) if such registration can be accomplished by means of a registration statement on Form S-3, keep such registration statement effective until such time as the Demanding Shareholders Shareholder shall have sold or otherwise disposed of all of their Registrable Registerable Securities included in the registration. If such registration cannot be accomplished by means of a registration statement on Form S-3, the Company shall use its reasonable best efforts to keep such registration statement effective for at least nine (9) months.
(v) 2.2.5 The parties anticipate that the registration contemplated under this Section 5.1 2 will be accomplished by means of the filing of a Form S-1S-3 or SB-2, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire Shareholder desires to distribute all or part of the Registrable Registerable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) Section 2.2.3 above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders Shareholder holding a majority of the Registrable Registerable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders Shareholder pursuant to the terms of this ARTICLE VAgreement, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Registerable Securities to be included in the underwriting, subject to approval by the Board of Directors of the Company, such approval not to be unreasonably withheld.
(vi) 2.2.6 Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) aboveSection 2.2.4 hereof, the Company shall, within ten (10) days following receipt of such Demand Registration Request, give written notice of such request to other Holders of the Registrable Shares not included in the Demand Registration RequestHolders. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Registerable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Registerable Securities owned by such Holder, such Holder may elect to have all or any portion of his, her, or its Registrable Registerable Securities included in the Registration Statement registration statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Registerable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE VAgreement). Any Holder proposing to distribute his, her, or its Registrable Registerable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(vii) 2.2.7 Notwithstanding any other provision of this Section 5.12, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Registerable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Registerable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Registerable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) Section 2.2.7 shall be withdrawn from the registration.
Appears in 1 contract
Demand Procedure. (i) Subject to subsections (ii) and (iv) belowthe provisions of Section 2.1(a)(iii), during at any time beginning three months after the Demand Period any Closing Date, a Holder or combination of Holders shall have the right (the “Demanding ShareholdersDemand Right”) owning 50% or more of the Series E Registrable Securities may deliver ), by written notice to the Company a written request (a “Demand Registration RequestNotice”) ), to require the Company to register all or a portion of the Demand Registrable Securities held by such Holder under and in accordance with the provisions of the Securities Act (in each case, a “Demand Registration”); provided, however, that the Company shall have no obligation to register any or all such Demanding Shareholders’ Demand Registrable Securities.
Securities under this Section 2.1(a): (iiA) Holders except as otherwise provided in Section 2.1(a)(iv), if the Company is in the process of the Series E Registrable Securities, taken together, may only make one effecting a Demand Registration Request during under this Section 2.1(a); or (B) if a Registration Statement filed pursuant to a Demand Notice is already effective which would permit the distribution sought in a new Demand PeriodNotice. The Company shall only be required shall, within five Business Days after the date a Demand Notice is given, provide written notice of such request to file one Registration Statement (all Holders of Demand Registrable Securities. As soon as distinguished from supplements or pre-effective or post-effective amendments thereto) practicable, but in response any case subject to the Demand Registration Request.
(iii) A Demand Registration Request from Demanding Shareholders shall clauses (A) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; (B) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; and through (C) identify above, no later than 60 days following the receipt by the Company of the original Demand Notice, (i) the Company will file a Registration Statement on Form S-3 with the SEC (or, alternatively, amend the Company’s existing Registration Statement on Form S-3 (File No. 333-197345)) to register the resale of the issued and outstanding Demand Registrable Securities covered by the original Demand Notice and any managing underwriter additional Demand Registrable Securities requested to be included in such registration by any other Holders (as specified by such other Holders in a Demand Notice which shall be provided to the Company on or managing underwriters proposed for before 10 days after the underwritten portiondate the Company’s written notice is given to such Holders), or (ii), if any, of such registration.
(iv) If during the Demand PeriodCompany is not then eligible to file a Registration Statement on Form S-3, the Company receives will instead file a Registration Statement on Form S-1 (or other applicable form) to effect the resale of such Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in Securities no event later than forty-five (45) days) of 90 days following receipt of the original Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) Notice. The Company will use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities Statement to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made declared effective by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, SEC as promptly as practicable after such approval not to be unreasonably withheldfiling.
(vi) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) above, the Company shall, within ten (10) days following receipt of such Demand Registration Request, give written notice of such request to other Holders of the Registrable Shares not included in the Demand Registration Request. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(vii) Notwithstanding any other provision of this Section 5.1, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) shall be withdrawn from the registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Harvest Natural Resources, Inc.)
Demand Procedure. (i1) Subject to subsections (ii) and (ivsubparagraph 5(a)(ii)(2) below, during the Demand Period any Holder or combination of Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities Lender may deliver to the Company Borrower a written request (a “"Demand Registration Request”") that the Company Borrower register any or all such Demanding Shareholders’ Registrable Securities' Registerable Shares.
(ii2) Holders of the Series E Registrable Securities, taken together, The Lender may only make one Demand Registration Request during the Demand Period. The Company Borrower shall only be required to file one Registration Statement registration statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the such Demand Registration Request.
(iii3) A Demand Registration Request from Demanding Shareholders the Lender shall (Ai) set forth the number of Registrable Registerable Securities intended to be sold pursuant to the Demand Registration Request; Request (Bii) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; , and (Ciii) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v4) The parties anticipate that the registration contemplated under this Section 5.1 Paragraph 5(a) will be accomplished by means of the filing of a Form S-1SB-2, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire Lender desires to distribute all or part of the Registrable Registerable Securities covered by their its request by means of an underwriting, they it shall so advise the Company Borrower in writing in their initial its Demand Registration Request as described in subsection (iii) aboveRequest. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registrationLender. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders Lender pursuant to the terms of this ARTICLE VAgreement, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwritingLender, subject to approval by the Company, such approval not to be unreasonably withheldBoard of Directors of the Borrower.
(vi) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) above, the Company shall, within ten (10) days following receipt of such Demand Registration Request, give written notice of such request to other Holders of the Registrable Shares not included in the Demand Registration Request. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(vii5) Notwithstanding any other provision of this Section 5.1Paragraph 5(a), if an underwriter advises the Company Borrower in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Registerable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) shall be withdrawn from the registrationreduced.
Appears in 1 contract
Samples: Debt Restructuring Agreement (Ultimate Sports Entertainment Inc)
Demand Procedure. (i) Subject to subsections paragraph (ii) and (iv) below, during at any time after the Demand Period any date hereof,, the Holder or combination of Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities may deliver to the Company a written request (a “"Demand Registration Request”") requesting that the Company register any or all such Demanding Shareholders’ of the Holder's Registrable Securities; provided, however, that the Company shall not -------- ------- be required to comply with any Demand Registration Request unless the Holder requests the registration of Registrable Securities having an aggregate Fair Market Value in excess of (1) $5,000,000, with respect to the initial Demand Registration, or (2) $5,000,000, with respect to the second Demand Registration.
(ii) Holders of the Series E Registrable Securities, taken together, may only make one No Demand Registration Request during the may be made within six (6) months after any other Demand PeriodRegistration is declared effective. The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the each Demand Registration Request.
(iii) A Demand Registration Request from Demanding Shareholders shall (A1) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; , (B2) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; , and (C3) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for in compliance with the registration terms of Registrable Securitiesthis Agreement, then the Company shall, subject to the limitations in subsections paragraphs (v) and (vi) belowof this section, (A1) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request as soon as practicable with the SEC a registration statement Registration Statement under the Securities Act with respect to all the Registrable Securities that the Demanding Shareholders Holder requested to be registered in the Demand Registration Request; , (B2) use its reasonable best efforts to cause such registration statement Registration Statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; effective, and (C3) keep such registration statement Registration Statement effective until the earlier of (x) such time as the Demanding Shareholders Holder shall have sold or otherwise disposed of all of their Registrable Securities included in the registration, or (y) sixty (60) days following the effective date of such Registration Statement. A registration requested pursuant to this paragraph (iv) shall not be deemed to have been effected (1) unless a Registration Statement with respect thereto has become effective or (2) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason, unless (a) such order, injunction or requirement is implemented after the period specified in clause (3) of the immediately preceding sentence or (b) such order, injunction or requirement is lifted or stayed within thirty (30) days.
(v) The parties anticipate It is anticipated that the registration contemplated under this Section 5.1 3 will be accomplished by means of the filing of a Form S-1, S-1 or such other appropriate registration form under the Securities Act (1) as shall be selected by the Company and that registration on such form will allow for different means (2) as shall permit the disposition of distribution, including sales by means the Registrable Securities being registered in accordance with the intended method or methods of an underwriting as well as sales into the open marketdisposition. If the Demanding Shareholders desire Holder desires to distribute all or part of the Registrable Securities covered by their its request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection paragraph (iii) aboveof this Section. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority the Holder, subject to the reasonable approval by the Company's Board of the Registrable Securities to be included in the registrationDirectors. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders Holder pursuant to the terms of this ARTICLE VAgreement, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwritingHolder, subject to the reasonable approval by the Company, such approval not to be unreasonably withheld's Board of Directors.
(vi) Upon If the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) above, the Company shall, within ten (10) days following receipt of such Demand Registration Request, give written notice of such request parties agree to other Holders distribute all or part of the Registrable Shares not included in the Demand Registration Request. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting underwriting, the Holder shall enter into an underwriting agreement consistent with the provisions of this Agreement and otherwise in customary form with the underwriter or underwriters selected for such underwriting.
(vii) Notwithstanding any other provision of this Section 5.1, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) shall be withdrawn from the registration.
Appears in 1 contract
Demand Procedure. (ia) Subject to subsections (iiSection 3.2(b) and (iv) belowhereof, during the Demand Period any Holder or combination of the Initiating Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities may deliver to the Company a written request (a “"Demand Registration Request”") that the Company register any or all of the Registrable Securities of such Demanding Shareholders’ Registrable SecuritiesInitiating Holder(s).
(iib) Holders of Registrable Securities will be entitled to Demand Registration only if the Series E Company is eligible to register the Registrable SecuritiesSecurities on a Form S-3, taken togetheror any successor form thereto, with the SEC ("Form S-3 Registration Statement"), and are registered under the Securities Act on such form. Further, holders of Registrable Securities are granted an unlimited number of Demand Registrations on a Form S-3 Registration Statement, but may make only make one Demand Registration Request in any twelve-month period during the Demand Period (the "Interim Demand Period"). The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the each Demand Registration Request. Notwithstanding anything to the contrary in this Section 3, the Company shall not be required to take any action to effect any such registration, qualification, or compliance pursuant to this Section 3 if the holders of the Registrable Securities propose to offer or sell Registrable Securities having an aggregate offering price to the public of less than $500,000.
(iiic) A Demand Registration Request from Demanding Shareholders shall (Ai) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; , (Bii) disclose identify the Initiating Holders making the Demand Registration Request and the nature and amount of their holdings, (iii) specify the method of distribution, disclosing whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; , and (Civ) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vid) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (ivSection 3.2(c) abovehereof, the Company shall, within ten (10) days following receipt of such Demand Registration Request, shall promptly give written notice of such request to other Holders all registered holders of the Registrable Shares not included in the Demand Registration RequestSecurities. The Company shall include in such notice information concerning whether all, part, part or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders holders of Registrable Securities to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder holder of Registrable Securities who is not a Demanding Shareholder an Initiating Holder desires to sell any Registrable Securities owned by such Holderholder, such Holder holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “"Supplemental Demand Registration Request”") within twenty ten (2010) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder holder to include all or any portion of its Registrable Securities in an underwriting a Demand Registration Statement shall be conditioned upon the Company’s 's having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE VAgreement). Any Holder All holders proposing to distribute its their Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(viie) If during any Interim Demand Period, the Company receives a Demand Registration Request from an Initiating Holder satisfying the requirements of Section 3.1 and 3.2(b) of this Agreement, the Company, subject to the limitations of Section 3.2(f) and Section 5 hereof, shall prepare and file a Registration Statement with the SEC on the appropriate form to register for sale all of the Registrable Securities that holders of the Registrable Securities requested to be registered pursuant to the Demand Registration Request or in any Supplemental Demand Registration Request timely received by the Company in accordance with Section 3(d) of this Agreement (a "Demand Registration Statement"). The Company shall use its commercially reasonable efforts (i) to cause such Registration Statement to become effective as soon as practicable and (ii) thereafter to keep it continuously effective and to prevent the happening of an event of the kind described in Section 5.1(c)(vi) hereof that requires the Company to give notice pursuant to Section 5.2 hereof, until the earlier of such time as all of the Registrable Securities included in the Registration Statement have been sold (or otherwise disposed of by the holder thereof) or one hundred eighty (180) days from the date of effectiveness of such Registration Statement.
(f) It is anticipated that the Registration Statement filed with the SEC may allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by the Initiating Holders. If the Initiating Holders desire to distribute all or part of the Registrable Securities covered by its request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in Section 3.2(c) hereof. Selection of the lead managing underwriter in any underwriting made in connection with a Demand Registration Request shall be subject to approval by the Company's Board of Directors (the "Board"), which approval shall not be unreasonably withheld.
(g) In any registered offering pursuant to this Section 3 that becomes effective under the Securities Act in which a holder of Registrable Securities participates, the Company shall use its commercially reasonable efforts to keep available to such holder a Prospectus meeting the requirements of Section 10(a)(3) of the Securities Act and shall file all amendments and supplements under the Securities Act required for those purposes during the period specified in Section 3.2(e). The Company agrees to supplement or amend such Registration Statement, if required by the rules and regulations or instructions applicable to the registration form utilized by the Company, or, if applicable, the rules and regulations thereunder for shelf registrations pursuant to Rule 415 promulgated under the Securities Act, or as reasonably requested by holders of Registrable Securities covered by the Registration Statement, or any underwriter of the Registrable Securities. In any offering pursuant to this Section 3, the Company will promptly use its commercially reasonable efforts to effect such qualification and compliance as may be requested and as would permit or facilitate the distribution of the Registrable Securities, including, without limitation, appropriate qualifications under applicable blue sky or other state securities laws, appropriate compliance with any other governmental requirements and listing on a national securities exchange or inter-dealer quotation system on which the Registrable Securities are then listed.
(h) Notwithstanding any other provision of this Section 5.13, if an the managing underwriter advises the Company in writing that marketing in its opinion market factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns holder otherwise sought to have registered pursuant to its Demand Registration Request or Supplemental Demand Registration Request (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with pursuant to this subsection (viiSection 3.2(h) shall be withdrawn from the registration.
Appears in 1 contract
Samples: Series B Convertible Preferred Stock Purchase Agreement (Odyssey Marine Exploration Inc)
Demand Procedure. (ia) Subject to subsections (iiSection 5.2(b) and (iv) belowhereof, during the Demand Period any the Holder or combination of Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities may deliver to the Company a written request (a “"Demand Registration Request”") that the Company register any or all such Demanding Shareholders’ of the Registrable Securities.
(iib) Holders The Holder of the Series E Registrable Securities, taken together, may only make one Securities will be entitled to Demand Registration Request during only if the Demand Period. The Company shall only be required is eligible to file one register the Registrable Securities on a Form S-3 Registration Statement with the SEC, and such Registrable Securities are registered under the Securities Act on such form. Further, the Holder of Registrable Securities will be entitled to only one (as distinguished from supplements or pre-effective or post-effective amendments thereto1) in response to the Demand Registration Requeston a Form S-3 Registration Statement.
(iiic) A Demand Registration Request from Demanding Shareholders the Holder shall (Ai) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; , (Bii) disclose specify the method of distribution, disclosing whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; , and (Ciii) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(ivd) If If, during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration Holder satisfying the requirements of Registrable SecuritiesSection 5.2(b) and 5.2(c) of this Agreement, then the Company shallCompany, subject to the limitations in subsections of Section 5.2(e) hereof, shall prepare and file a Form S-3 Registration Statement with the SEC to register for sale all of the Registrable Securities that Holder of the Registrable Securities requested to be registered pursuant to the Demand Registration Request (v) and (vi) belowa "Demand Registration Statement"). In connection with this foregoing, (A) the Company shall use its commercially reasonable best efforts to prepare and file the Demand Registration Statement within one hundred twenty (120) days after receipt of a Demand Registration Request. No other securities may be included in the Demand Registration Statement without the consent of the Holder. The Company shall use its commercially reasonable efforts (i) to cause such Registration Statement to become effective as soon as practicable, and (ii) thereafter to keep it continuously effective until the earlier of such time as all of the Registrable Securities included in the Registration Statement have been sold (or otherwise disposed of by the holder thereof) or two years has elapsed from the effective date of the Demand Registration Statement. Notwithstanding anything to the contrary contained herein, the Company will not be required to file, and may postpone for a reasonable period of time the filing of any Demand Registration Statement under Section 5 of this Agreement if (A) any other registration statement for an offering of the Company's securities has been filed with the SEC prior to, or is anticipated to be filed within thirty (30) days (but in no event later than forty-five (45) days) of from, the receipt of a Demand Registration Request, or (B) with respect to an offering of the Registrable Securities, an audit (other than the regular audit conducted by the Company at the end of its fiscal year) would be required to be conducted pursuant to the Securities Act or the rules and regulations promulgated thereunder, the form on which the Registration Statement is to be filed, or otherwise by the SEC, or by the managing underwriter, if any, or (C) the Board or a committee thereof determines, in its reasonable judgment, that such registration would have a material adverse effect upon the Company or interfere with any financing, merger, acquisition, sale, corporate reorganization, or other material transaction involving the Company or any of its affiliates; provided, however, that the Company shall promptly give the Holder written notice of such determination containing a general statement of the reasons for such postponement and an approximation of such delay.
(e) It is anticipated that the Demand Registration Request Statement filed with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will may allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registrationHolder. If the Holder desires to distribute all or part of the distribution is to be Registrable Securities covered by its request by means of an underwriting, all subsequent decisions concerning the Holder shall so advise the Company in writing in Holder's Demand Registration Request as described in Section 5.2(c) hereof. Selection of the lead managing underwriter in any underwriting which are to made in connection with a Demand Registration Request shall be made by the Demanding Shareholders pursuant subject to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to reasonable approval by the Company, such approval not to be unreasonably withheld's Board of Directors.
(vi) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) above, the Company shall, within ten (10) days following receipt of such Demand Registration Request, give written notice of such request to other Holders of the Registrable Shares not included in the Demand Registration Request. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(vii) Notwithstanding any other provision of this Section 5.1, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) shall be withdrawn from the registration.
Appears in 1 contract
Samples: Securities Purchase Agreement (Eagle Supply Group Inc)
Demand Procedure. (ia) Subject to subsections (iiSection 3.2(b) and (iv) belowhereof, during the Demand Period any Holder or combination of the Initiating Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities may deliver to the Company a written request (a “"Demand Registration Request”") that the Company register any or all of the --------------------------- Registrable Securities of such Demanding Shareholders’ Registrable SecuritiesInitiating Holder(s).
(iib) Holders of Registrable Securities will be entitled: (i) up to five (5) Demand Registrations, pursuant to which the Series E Company will be required to file a Registration Statement with the SEC on any form other than a Form S-3 ("Form S-3 Registration Statement"), and (ii) an unlimited number of ------------------------------- Form S-3 Registration Statements. Holders of Registrable Securities, taken together, Securities may make only make one Demand Registration Request in any twelve-month period during the Demand Period (the "Interim Demand Period"). The Company shall only be required --------------------- to file one Registration Statement (as distinguished from supplements or pre-pre- effective or post-effective amendments thereto) in response to the each Demand Registration Request. Notwithstanding anything to the contrary in this Section 3, the Company shall not be required to take any action to effect any such registration, qualification, or compliance pursuant to this Section 3 if in the case of a Form S-3 Registration Statement, the holders of the Registrable Securities propose to offer or sell Registrable Securities having an aggregate offering price to the public of less than $500,000.
(iiic) A Demand Registration Request from Demanding Shareholders shall (Ai) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; , (Bii) disclose identify the Initiating Holders making the Demand Registration Request and the nature and amount of their holdings, (iii) specify the method of distribution, disclosing whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; , and (Civ) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vid) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (ivSection 3.2(c) abovehereof, the Company shall, within ten (10) days following receipt of such Demand Registration Request, shall promptly give written notice of such request to other Holders all registered holders of the Registrable Shares not included in the Demand Registration RequestSecurities. The Company shall include in such notice information concerning whether all, part, part or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders holders of Registrable Securities to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder holder of Registrable Securities who is not a Demanding Shareholder an Initiating Holder desires to sell any Registrable Securities owned by such Holderholder, such Holder holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “"Supplemental Demand Registration Request”") within twenty ten (2010) days of ---------------------------------------- receiving notice of the Demand Registration Request from the Company. The right of any Holder holder to include all or any portion of its Registrable Securities in an underwriting a Demand Registration Statement shall be conditioned upon the Company’s 's having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE VAgreement). Any Holder All holders proposing to distribute its their Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(viie) If during any Interim Demand Period, the Company receives a Demand Registration Request from an Initiating Holder satisfying the requirements of Section 3.1 and 3.2(b) of this Agreement, the Company, subject to the limitations of Section 3.2(f) and Section 5 hereof, shall prepare and file a Registration Statement with the SEC on the appropriate form to register for sale all of the Registrable Securities that holders of the Registrable Securities requested to be registered pursuant to the Demand Registration Request or in any Supplemental Demand Registration Request timely received by the Company in accordance with Section 3(d) of this Agreement (a "Demand ------ Registration Statement"). The Company shall use its commercially reasonable ---------------------- efforts (i) to cause such Registration Statement to become effective as soon as practicable and (ii) thereafter to keep it continuously effective and to prevent the happening of an event of the kind described in Section 5.1(c)(vi) hereof that requires the Company to give notice pursuant to Section 5.2 hereof, until the earlier of such time as all of the Registrable Securities included in the Registration Statement have been sold (or otherwise disposed of by the holder thereof) or one hundred eighty (180) days from the date of effectiveness of such Registration Statement.
(f) It is anticipated that the Registration Statement filed with the SEC may allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by the Initiating Holders. If the Initiating Holders desire to distribute all or part of the Registrable Securities covered by its request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in Section 3.2(c) hereof. Selection of the lead managing underwriter in any underwriting made in connection with a Demand Registration Request shall be subject to approval by the Company's Board of Directors (the "Board"), which approval shall not be ----- unreasonably withheld.
(g) In any registered offering pursuant to this Section 3 that becomes effective under the Securities Act in which a holder of Registrable Securities participates, the Company shall use its commercially reasonable efforts to keep available to such holder a Prospectus meeting the requirements of Section 10(a)(3) of the Securities Act and shall file all amendments and supplements under the Securities Act required for those purposes during the period specified in Section 3.2(e). The Company agrees to supplement or amend such Registration Statement, if required by the rules and regulations or instructions applicable to the registration form utilized by the Company, or, if applicable, the rules and regulations thereunder for shelf registrations pursuant to Rule 415 promulgated under the Securities Act, or as reasonably requested by holders of Registrable Securities covered by the Registration Statement, or any underwriter of the Registrable Securities. In any offering pursuant to this Section 3, the Company will promptly use its commercially reasonable efforts to effect such qualification and compliance as may be requested and as would permit or facilitate the distribution of the Registrable Securities, including, without limitation, appropriate qualifications under applicable blue sky or other state securities laws, appropriate compliance with any other governmental requirements and listing on a national securities exchange or inter-dealer quotation system on which the Registrable Securities are then listed.
(h) Notwithstanding any other provision of this Section 5.13, if an the managing underwriter advises the Company in writing that marketing in its opinion market factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns holder otherwise sought to have registered pursuant to its Demand Registration Request or Supplemental Demand Registration Request (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with pursuant to this subsection (viiSection 3.2(h) shall be withdrawn from the registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Macdougald Family Lp)
Demand Procedure. (ia) Subject to subsections (iiSection 3.2(b) and (iv) belowhereof, during the Demand Period any Holder or combination of the Initiating Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities may deliver to the Company a written request (a “Demand Registration Request”) that the Company register any or all of the Registrable Securities of such Demanding Shareholders’ Registrable SecuritiesInitiating Holder(s).
(iib) Holders of Registrable Securities will be entitled to a total of not more than one (1) Demand Registration (and an additional two (2) Demand Registrations, provided the Series E Company is eligible to use Form S-3 to register the Registrable Securities), taken togetherpursuant to which the Company will be required to file a Registration Statement with the Commission on any form, including a Form S-3 (“Form S-3 Registration Statement”). Holders of Registrable Securities may make only make one Demand Registration Request in any twelve-month period during the Demand Period (the “Interim Demand Period”). The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the each Demand Registration Request.
(iiic) A Demand Registration Request from Demanding Shareholders shall (Ai) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request and the aggregate market value thereof as of the close of business on the last trading day immediately preceding the Demand Registration Request; , (Bii) disclose identify the Initiating Holders making the Demand Registration Request and the nature and amount of their holdings, (iii) specify the method of distribution, disclosing whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; , and (Civ) identify any managing underwriter or managing underwriters proposed to the Company for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vid) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (ivSection 3.2(c) abovehereof, the Company shall, within ten (10) days following receipt of such Demand Registration Request, shall promptly give written notice of such request to other all registered Holders of the Registrable Shares not included in the Demand Registration RequestSecurities. The Company shall include in such notice information concerning whether all, part, part or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders of Registrable Securities to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder of Registrable Securities who is not a Demanding Shareholder an Initiating Holder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty ten (2010) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting a Demand Registration Statement shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE VAgreement). Any Holder All Holders proposing to distribute its their Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. No Holder of Registrable Securities shall have any right to take any action to restrain, enjoin or otherwise delay any registration as a result of any controversy that might arise with respect to the interpretation or implementation of the registration rights afforded in this Agreement.
(viie) If during any Interim Demand Period, the Company receives a Demand Registration Request from an Initiating Holder satisfying the requirements of Sections 3.1 and 3.2(b) and (c) of this Agreement, the Company, subject to the limitations of Section 3.2(f) and Section 5 hereof, shall as soon as practicable after receipt of the Demand Registration Request (and any timely received Supplemental Demand Registration Requests) prepare and file a Registration Statement with the Commission on the appropriate form to register for sale all of the Registrable Securities that Holders of the Registrable Securities requested to be registered pursuant to the Demand Registration Request or in any Supplemental Demand Registration Request timely received by the Company in accordance with Section 3(d) of this Agreement (a “Demand Registration Statement”). Subject to Sections 5.2 and 5.3(i), the Company shall use reasonable best efforts (i) to cause such Registration Statement to become effective as soon as practicable and (ii) thereafter to keep it continuously effective and to prevent the happening of an event of the kind described in Section 5.1(c)(vi) hereof that requires the Company to give notice pursuant to Section 5.2 hereof, until the earlier of such time as all of the Registrable Securities included in the Registration Statement have been sold (or otherwise disposed of by the Holder thereof) or one hundred eighty (180) days (thirty (30) days in the event the Holders intend to distribute their Registrable Securities through an underwriting) from the date of effectiveness of such Registration Statement.
(f) If at any time the Company is eligible to use Form S-3 (or any successor form) to register the Registrable Securities, the Company shall use its reasonable best efforts to use a Form S-3 Registration Statement for any Demand Registration prepared and filed in connection with a Demand Registration Request made hereunder. It is anticipated that the Registration Statement filed with the Commission may allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by the Initiating Holders. If the Initiating Holders desire to distribute all or part of the Registrable Securities covered by its request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in Section 3.2(c) hereof. Selection of the lead managing underwriter in any underwriting made in connection with a Demand Registration Request shall be made by the Company’s Board of Directors (the “Board”), subject to approval by the Initiating Holders, which approval shall not be unreasonably withheld.
(g) In any registered offering pursuant to this Section 3 that becomes effective under the Securities Act in which a Holder of Registrable Securities participates, the Company shall use its reasonable best efforts to keep available to such Holder a Prospectus meeting the requirements of Section 10(a)(3) of the Securities Act and shall file all amendments and supplements under the Securities Act required for those purposes during the period specified in Section 3.2(e). The Company agrees to supplement or amend such Registration Statement, if required by the rules and regulations or instructions applicable to the registration form utilized by the Company, or, if applicable, the rules and regulations thereunder for shelf registrations pursuant to Rule 415 promulgated under the Securities Act, or as reasonably requested by the Holders of a majority of the shares of Registrable Securities covered by the Registration Statement, or the lead managing underwriter of the offering of Registrable Securities covered by the Registration Statement.
(h) Notwithstanding any other provision of this Section 5.13, if an the managing underwriter advises the Company in writing that marketing in its opinion market factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders holders in proportion (as nearly as practicable) to the respective amounts amount of Registrable Securities each Holder owns otherwise sought to have registered pursuant to its Demand Registration Request or Supplemental Demand Registration Request (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with pursuant to this subsection (viiSection 3.2(h) shall be withdrawn from the registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Techteam Global Inc)
Demand Procedure. (i) Subject to subsections paragraph (ii) and (iv) below, during the Demand Period any the Holder or combination of Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities may deliver to the Company a written request (a “"Demand Registration Request”") requesting that the Company register any or all such Demanding Shareholders’ of the Holder's Registrable Securities; provided, however, that the Company shall not be -------- ------- required to comply with any Demand Registration Request unless the Holder requests the registration of Registrable Securities having an aggregate Fair Market Value in excess of (1) $5,000,000, with respect to the initial Demand Registration, or (2) $5,000,000, with respect to the second Demand Registration.
(ii) Holders of the Series E Registrable Securities, taken together, may only make one No Demand Registration Request during the may be made within six (6) months after any other Demand PeriodRegistration is declared effective. The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the each Demand Registration Request.
(iii) A Demand Registration Request from Demanding Shareholders shall (A1) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; , (B2) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; , and (C3) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for in compliance with the registration terms of Registrable Securitiesthis Agreement, then the Company shall, subject to the limitations in subsections paragraphs (v) and (vi) belowof this section, (A1) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request as soon as practicable with the SEC a registration statement Registration Statement under the Securities Act with respect to all the Registrable Securities that the Demanding Shareholders Holder requested to be registered in the Demand Registration Request; , (B2) use its reasonable best efforts to cause such registration statement Registration Statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; effective, and (C3) keep such registration statement Registration Statement effective until the earlier of (x) such time as the Demanding Shareholders Holder shall have sold or otherwise disposed of all of their Registrable Securities included in the registration, or (y) sixty (60) days following the effective date of such Registration Statement. A registration requested pursuant to this paragraph (iv) shall not be deemed to have been effected (1) unless a Registration Statement with respect thereto has become effective or (2) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason, unless (a) such order, injunction or requirement is implemented after the period specified in clause (3) of the immediately preceding sentence or (b) such order, injunction or requirement is lifted or stayed within thirty (30) days.
(v) The parties anticipate It is anticipated that the registration contemplated under this Section 5.1 3 will be accomplished by means of the filing of a Form S-1S-1 or such other appropriate registration form under the Securities Act (1) as shall be selected by the Company and (2) as shall permit the disposition of the Registrable Securities being registered in accordance with the intended method or methods of disposition. In the event that Form S-3, and that registration on or its successor form under the Securities Act is then available to the Company, the Company shall use such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open marketform. If the Demanding Shareholders desire Holder desires to distribute all or part of the Registrable Securities covered by their its request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection paragraph (iii) aboveof this Section. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority the Holder, subject to the reasonable approval by the Company's Board of the Registrable Securities to be included in the registrationDirectors. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders Holder pursuant to the terms of this ARTICLE VAgreement, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwritingHolder, subject to the reasonable approval by the Company, such approval not to be unreasonably withheld's Board of Directors.
(vi) Upon If the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) above, the Company shall, within ten (10) days following receipt of such Demand Registration Request, give written notice of such request parties agree to other Holders distribute all or part of the Registrable Shares not included in the Demand Registration Request. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting underwriting, the Holder shall enter into an underwriting agreement consistent with the provisions of this Agreement and otherwise in customary form with the underwriter or underwriters selected for such underwriting.
(vii) Notwithstanding any other provision of this Section 5.1, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) shall be withdrawn from the registration.
Appears in 1 contract
Demand Procedure. (ia) Subject to subsections (iiSection 3.2(b) and (iv) belowhereof, during the Demand Period any Holder or combination of the Initiating Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities may deliver to the Company a written request (a “"Demand ------ Registration Request”") that the Company register any or all of the Registrable -------------------- Securities of such Demanding Shareholders’ Registrable SecuritiesInitiating Holder(s).
(iib) Holders of Registrable Securities will be entitled to Demand Registration only if the Series E Company is eligible to register the Registrable SecuritiesSecurities on a Form S-3, taken togetheror any successor form thereto, with the SEC ("Form S-3 -------- Registration Statement"), and are registered under the Securities Act on such ---------------------- form. Further, holders of Registrable Securities are granted an unlimited number of Demand Registrations on a Form S-3 Registration Statement, but may make only make one Demand Registration Request in any twelve-month period during the Demand Period (the "Interim Demand Period"). The Company shall only be required --------------------- to file one Registration Statement (as distinguished from supplements or pre-pre- effective or post-effective amendments thereto) in response to the each Demand Registration Request. Notwithstanding anything to the contrary in this Section 3, the Company shall not be required to take any action to effect any such registration, qualification, or compliance pursuant to this Section 3 if the holders of the Registrable Securities propose to offer or sell Registrable Securities having an aggregate offering price to the public of less than $500,000.
(iiic) A Demand Registration Request from Demanding Shareholders shall (Ai) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; , (Bii) disclose identify the Initiating Holders making the Demand Registration Request and the nature and amount of their holdings, (iii) specify the method of distribution, disclosing whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; , and (Civ) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vid) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (ivSection 3.2(c) abovehereof, the Company shall, within ten (10) days following receipt of such Demand Registration Request, shall promptly give written notice of such request to other Holders all registered holders of the Registrable Shares not included in the Demand Registration RequestSecurities. The Company shall include in such notice information concerning whether all, part, part or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders holders of Registrable Securities to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder holder of Registrable Securities who is not a Demanding Shareholder an Initiating Holder desires to sell any Registrable Securities owned by such Holderholder, such Holder holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “"Supplemental Demand Registration Request”") within twenty ten (2010) days of receiving ----------------------------------------- notice of the Demand Registration Request from the Company. The right of any Holder holder to include all or any portion of its Registrable Securities in an underwriting a Demand Registration Statement shall be conditioned upon the Company’s 's having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE VAgreement). Any Holder All holders proposing to distribute its their Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(viie) If during any Interim Demand Period, the Company receives a Demand Registration Request from an Initiating Holder satisfying the requirements of Section 3.1 and 3.2(b) of this Agreement, the Company, subject to the limitations of Section 3.2(f) and Section 5 hereof, shall prepare and file a Registration Statement with the SEC on the appropriate form to register for sale all of the Registrable Securities that holders of the Registrable Securities requested to be registered pursuant to the Demand Registration Request or in any Supplemental Demand Registration Request timely received by the Company in accordance with Section 3(d) of this Agreement (a "Demand ------ Registration Statement"). The Company shall use its commercially reasonable ---------------------- efforts (i) to cause such Registration Statement to become effective as soon as practicable and (ii) thereafter to keep it continuously effective and to prevent the happening of an event of the kind described in Section 5.1(c)(vi) hereof that requires the Company to give notice pursuant to Section 5.2 hereof, until the earlier of such time as all of the Registrable Securities included in the Registration Statement have been sold (or otherwise disposed of by the holder thereof) or one hundred eighty (180) days from the date of effectiveness of such Registration Statement.
(f) It is anticipated that the Registration Statement filed with the SEC may allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by the Initiating Holders. If the Initiating Holders desire to distribute all or part of the Registrable Securities covered by its request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in Section 3.2(c) hereof. Selection of the lead managing underwriter in any underwriting made in connection with a Demand Registration Request shall be subject to approval by the Company's Board of Directors (the "Board"), which approval shall not be ----- unreasonably withheld.
(g) In any registered offering pursuant to this Section 3 that becomes effective under the Securities Act in which a holder of Registrable Securities participates, the Company shall use its commercially reasonable efforts to keep available to such holder a Prospectus meeting the requirements of Section 10(a)(3) of the Securities Act and shall file all amendments and supplements under the Securities Act required for those purposes during the period specified in Section 3.2(e). The Company agrees to supplement or amend such Registration Statement, if required by the rules and regulations or instructions applicable to the registration form utilized by the Company, or, if applicable, the rules and regulations thereunder for shelf registrations pursuant to Rule 415 promulgated under the Securities Act, or as reasonably requested by holders of Registrable Securities covered by the Registration Statement, or any underwriter of the Registrable Securities. In any offering pursuant to this Section 3, the Company will promptly use its commercially reasonable efforts to effect such qualification and compliance as may be requested and as would permit or facilitate the distribution of the Registrable Securities, including, without limitation, appropriate qualifications under applicable blue sky or other state securities laws, appropriate compliance with any other governmental requirements and listing on a national securities exchange or inter-dealer quotation system on which the Registrable Securities are then listed.
(h) Notwithstanding any other provision of this Section 5.13, if an the managing underwriter advises the Company in writing that marketing in its opinion market factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns holder otherwise sought to have registered pursuant to its Demand Registration Request or Supplemental Demand Registration Request (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with pursuant to this subsection (viiSection 3.2(h) shall be withdrawn from the registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Macdougald Family Lp)
Demand Procedure. (i) Subject to subsections (ii) and (iv) below, during the Demand Period any Holder or combination of Holders (the “Demanding Shareholders”) owning 50% or more of the Series E A Registrable Securities or the Series B Registrable Securities may deliver to the Company a written request (a “Demand Registration Request”) that the Company register any or all such Demanding Shareholders’ Registrable Securities.
(ii) Holders of the Series E A Registrable Securites, taken together, may only make one Demand Registration Request during the Demand Period. Holders of Series B Registrable Securities, taken together, may only make one Demand Registration Request during the Demand Period. The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the Demand Registration Request.
(iii) A Demand Registration Request from Demanding Shareholders shall (Ai) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; (Bii) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; and (Ciii) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vi) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) above, the Company shall, within ten (10) days following receipt of such Demand Registration Request, give written notice of such request to other Holders of the Registrable Shares not included in the Demand Registration Request. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(vii) Notwithstanding any other provision of this Section 5.1, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) shall be withdrawn from the registration.
Appears in 1 contract
Demand Procedure. (i) 3.2.1 Subject to subsections (ii) Sections 3.2.2 and (iv) 3.2.4 below, during the Demand Period any Holder or combination of Holders (the “"Demanding Shareholders”") owning 50% or more of the Series E Registrable Securities may deliver to the Company Client a written request (a “"Demand Registration Request”") that the Company Client register any or all of such Demanding Shareholders’ ' Registrable SecuritiesShares.
(ii) Holders of 3.2.2 Holders, in the Series E Registrable Securities, taken togetheraggregate, may only make one Demand Registration Request in each six-month period during the Demand PeriodPeriod (the "Interim Demand Periods"). The Company Client shall only be required to file one Registration Statement registration statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the each Demand Registration Request.
(iii) 3.2.3 A Demand Registration Request from Demanding Shareholders shall (Ai) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; Request (Bii) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; , and (Ciii) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) 3.2.4 If during the any Interim Demand Period, the Company Client receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable SecuritiesSecurities having an aggregate market value of $100,000 or greater, as determined according to the closing price of the Common Stock on the NASDAQ National Market, on the Bulletin Board or in the Pink Sheets on the date of such Demand Registration Request, then the Company Client shall, subject to the limitations in subsections (v) Sections 3.2.5 and (vi) below3.2.6 hereof, (Ai) use its reasonable best efforts to prepare and file within thirty (30) 30 days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request registration request with the SEC a registration statement under the Securities Act with respect to all the Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; , (Bii) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) 75 days of receipt of the Demand Registration Request; , and (Ciii) if such registration can be accomplished by means of a registration statement on Form S-3, keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the . If such registration contemplated under this Section 5.1 will cannot be accomplished by means of the filing of a registration statement on Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vi) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) aboveS-3, the Company shall, within ten (10) days following receipt of Client shall use its reasonable best efforts to keep such Demand Registration Request, give written notice of such request to other Holders of the Registrable Shares not included in the Demand Registration Request. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request registration statement effective for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritingat least 180 days.
(vii) Notwithstanding any other provision of this Section 5.1, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) shall be withdrawn from the registration.
Appears in 1 contract
Demand Procedure. (ia) Subject to subsections (iiSection 3.2(b) and (iv) belowhereof, during the Demand Period any Holder or combination of the Initiating Holders (the “Demanding Shareholders”) owning 50% or more of the Series E Registrable Securities may deliver to the Company a written request (a “"Demand Registration Request”") that the Company register any or all of the Registrable Securities of such Demanding Shareholders’ Registrable SecuritiesInitiating Holder(s).
(iib) Holders of Registrable Securities will be entitled: (i) up to five (5) Demand Registrations, pursuant to which the Series E Company will be required to file a Registration Statement with the SEC on any form other than a Form S-3 ("Form S-3 Registration Statement"), and (ii) an unlimited number of Form S-3 Registration Statements. Holders of Registrable Securities, taken together, Securities may make only make one Demand Registration Request in any twelve-month period during the Demand Period (the "Interim Demand Period"). The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-pre- effective or post-effective amendments thereto) in response to the each Demand Registration Request. Notwithstanding anything to the contrary in this Section 3, the Company shall not be required to take any action to effect any such registration, qualification, or compliance pursuant to this Section 3 if in the case of a Form S-3 Registration Statement, the holders of the Registrable Securities propose to offer or sell Registrable Securities having an aggregate offering price to the public of less than $500,000.
(iiic) A Demand Registration Request from Demanding Shareholders shall (Ai) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; , (Bii) disclose identify the Initiating Holders making the Demand Registration Request and the nature and amount of their holdings, (iii) specify the method of distribution, disclosing whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; , and (Civ) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vid) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (ivSection 3.2(c) abovehereof, the Company shall, within ten (10) days following receipt of such Demand Registration Request, shall promptly give written notice of such request to other Holders all registered holders of the Registrable Shares not included in the Demand Registration RequestSecurities. The Company shall include in such notice information concerning whether all, part, part or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders holders of Registrable Securities to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder holder of Registrable Securities who is not a Demanding Shareholder an Initiating Holder desires to sell any Registrable Securities owned by such Holderholder, such Holder holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “"Supplemental Demand Registration Request”") within twenty ten (2010) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder holder to include all or any portion of its Registrable Securities in an underwriting a Demand Registration Statement shall be conditioned upon the Company’s 's having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE VAgreement). Any Holder All holders proposing to distribute its their Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(viie) If during any Interim Demand Period, the Company receives a Demand Registration Request from an Initiating Holder satisfying the requirements of Section 3.1 and 3.2(b) of this Agreement, the Company, subject to the limitations of Section 3.2(f) and Section 5 hereof, shall prepare and file a Registration Statement with the SEC on the appropriate form to register for sale all of the Registrable Securities that holders of the Registrable Securities requested to be registered pursuant to the Demand Registration Request or in any Supplemental Demand Registration Request timely received by the Company in accordance with Section 3(d) of this Agreement (a "Demand Registration Statement"). The Company shall use its commercially reasonable efforts (i) to cause such Registration Statement to become effective as soon as practicable and (ii) thereafter to keep it continuously effective and to prevent the happening of an event of the kind described in Section 5.1(c)(vi) hereof that requires the Company to give notice pursuant to Section 5.2 hereof, until the earlier of such time as all of the Registrable Securities included in the Registration Statement have been sold (or otherwise disposed of by the holder thereof) or one hundred eighty (180) days from the date of effectiveness of such Registration Statement.
(f) It is anticipated that the Registration Statement filed with the SEC may allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by the Initiating Holders. If the Initiating Holders desire to distribute all or part of the Registrable Securities covered by its request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in Section 3.2(c) hereof. Selection of the lead managing underwriter in any underwriting made in connection with a Demand Registration Request shall be subject to approval by the Company's Board of Directors (the "Board"), which approval shall not be unreasonably withheld.
(g) In any registered offering pursuant to this Section 3 that becomes effective under the Securities Act in which a holder of Registrable Securities participates, the Company shall use its commercially reasonable efforts to keep available to such holder a Prospectus meeting the requirements of Section 10(a)(3) of the Securities Act and shall file all amendments and supplements under the Securities Act required for those purposes during the period specified in Section 3.2(e). The Company agrees to supplement or amend such Registration Statement, if required by the rules and regulations or instructions applicable to the registration form utilized by the Company, or, if applicable, the rules and regulations thereunder for shelf registrations pursuant to Rule 415 promulgated under the Securities Act, or as reasonably requested by holders of Registrable Securities covered by the Registration Statement, or any underwriter of the Registrable Securities. In any offering pursuant to this Section 3, the Company will promptly use its commercially reasonable efforts to effect such qualification and compliance as may be requested and as would permit or facilitate the distribution of the Registrable Securities, including, without limitation, appropriate qualifications under applicable blue sky or other state securities laws, appropriate compliance with any other governmental requirements and listing on a national securities exchange or inter-dealer quotation system on which the Registrable Securities are then listed.
(h) Notwithstanding any other provision of this Section 5.13, if an the managing underwriter advises the Company in writing that marketing in its opinion market factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns holder otherwise sought to have registered pursuant to its Demand Registration Request or Supplemental Demand Registration Request (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with pursuant to this subsection (viiSection 3.2(h) shall be withdrawn from the registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Odyssey Marine Exploration Inc)
Demand Procedure. (i) Subject to subsections (ii) and (iv) below, during the Demand Period any Holder or combination of Holders (the “Demanding Shareholders”) owning 50% or more of the Series E C Registrable Securities or the Series D Registrable Securities may deliver to the Company a written request (a “Demand Registration Request”) that the Company register any or all such Demanding Shareholders’ Registrable Securities.
(ii) Holders of the Series E C Registrable Securities, taken together, may only make one Demand Registration Request during the Demand Period. Holders of Series D Registrable Securities, taken together, may only make one Demand Registration Request during the Demand Period. The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the Demand Registration Request.
(iii) A Demand Registration Request from Demanding Shareholders shall (A) set forth the number of Registrable Securities intended to be sold pursuant to the Demand Registration Request; (B) disclose whether all or any portion of a distribution pursuant to such registration will be sought by means of an underwriting; and (C) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding a majority of the Registrable Securities to be included in the registration. If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vi) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) above, the Company shall, within ten (10) days following receipt of such Demand Registration Request, give written notice of such request to other Holders of the Registrable Shares not included in the Demand Registration Request. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means of distribution of their Registrable Securities to be included in the registration. If any Holder who is not a Demanding Shareholder desires to sell any Registrable Securities owned by such Holder, such Holder may elect to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing (a “Supplemental Demand Registration Request”) within twenty (20) days of receiving notice of the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon the Company’s having received a timely written request for such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(vii) Notwithstanding any other provision of this Section 5.1, if an underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (as nearly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) shall be withdrawn from the registration.
Appears in 1 contract
Demand Procedure. (i) Subject to subsections the provisions of Section 2.1(a)(ii), at any time beginning 320 days after the Closing Date, until the tenth (ii10th) and (iv) belowanniversary of the Closing, during a Holder shall have the Demand Period any Holder or combination of Holders right (the “Demanding ShareholdersDemand Right”) owning 50% or more of the Series E Registrable Securities may deliver ), by written notice to the Company a written request (a “Demand Registration RequestNotice”) ), to require the Company to register all or a portion of such Registrable Securities held by such Holder under and in accordance with the provisions of the Securities Act (a “Demand Registration”); provided, however, that the Company shall have no obligation to register any or all such Demanding Shareholders’ Registrable Securities.
(ii) Holders of the Series E Registrable Securities, taken together, may only make one Demand Registration Request during the Demand Period. The Company shall only be required to file one Registration Statement (as distinguished from supplements or pre-effective or post-effective amendments thereto) in response to the Demand Registration Request.
(iii) A Demand Registration Request from Demanding Shareholders shall Securities under this Section 2.1(a): (A) set forth unless and until the number Company receives Demand Notices demanding registration of Registrable Securities intended to be sold pursuant to from the Demand Registration Request; (B) disclose whether all or any portion Holders of a distribution pursuant to such registration will be sought by means of an underwriting; and (C) identify any managing underwriter or managing underwriters proposed for the underwritten portion, if any, of such registration.
(iv) If during the Demand Period, the Company receives a Demand Registration Request from Demanding Shareholders for the registration of Registrable Securities, then the Company shall, subject to the limitations in subsections (v) and (vi) below, (A) use its reasonable best efforts to prepare and file within thirty (30) days (but in no event later than forty-five (45) days) of receipt of the Demand Registration Request with the SEC a registration statement under the Securities Act with respect to all Registrable Securities that the Demanding Shareholders requested to be registered in the Demand Registration Request; (B) use its reasonable best efforts to cause such registration statement to become effective within seventy-five (75) days of receipt of the Demand Registration Request; and (C) keep such registration statement effective until such time as the Demanding Shareholders shall have sold or otherwise disposed of all of their Registrable Securities included in the registration.
(v) The parties anticipate that the registration contemplated under this Section 5.1 will be accomplished by means of the filing of a Form S-1, and that registration on such form will allow for different means of distribution, including sales by means of an underwriting as well as sales into the open market. If the Demanding Shareholders desire to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company in writing in their initial Demand Registration Request as described in subsection (iii) above. A determination of whether all or part of the distribution will be by means of an underwriting shall be made by Demanding Shareholders holding at least a majority of the Registrable Securities to be included issued and outstanding; or (B) except as otherwise provided in Section 2.1(a)(iii), if the Company has previously effected or is in the registrationprocess of effecting a demand registration under this Section 2.1(a). If all or part of the distribution is to be by means of an underwriting, all subsequent decisions concerning the underwriting which are to be made by the Demanding Shareholders pursuant to the terms of this ARTICLE V, which shall include the selection of the underwriter or underwriters to be engaged and the representative, if any, of the underwriters so engaged, shall be made by the Demanding Shareholders who hold a majority of the Registrable Securities to be included in the underwriting, subject to approval by the Company, such approval not to be unreasonably withheld.
(vi) Upon the receipt by the Company of a Demand Registration Request in accordance with subsection (iv) above, the The Company shall, within ten (10) days following receipt of after the date such Demand Registration RequestNotice is given, give provide written notice of such request to other all Holders of Registrable Securities. As soon as practicable, and in any event, no later than forty-five (45) days following the Registrable Shares not included in the Demand Registration Request. The Company shall include in such notice information concerning whether all, part, or none of the distribution is expected to be made receipt by means of an underwriting, and, if more than one means of distribution is contemplated, may require Holders to notify the Company of the means original Demand Notice, the Company will file a Registration Statement on Form S-3 with the SEC with respect to resale of distribution of their the issued and outstanding Registrable Securities covered by the original Demand Notice and any additional Registrable Securities requested to be included in the registration. If such registration by any Holder who is not a Demanding Shareholder desires to sell any Registrable Securities owned other Holders, as specified by such Holder, such Holder may elect other Holders in a Demand Notice which shall be provided to have all or any portion of its Registrable Securities included in the Registration Statement by notifying the Company in writing on or before ten (a “Supplemental Demand Registration Request”) within twenty (2010) days of receiving notice of after the Demand Registration Request from the Company. The right of any Holder to include all or any portion of its Registrable Securities in an underwriting shall be conditioned upon date the Company’s having received a timely written request for Notice is given to such inclusion by way of a Demand Registration Request or Supplemental Demand Registration Request (which right shall be further conditioned to the extent provided in this ARTICLE V). Any Holder proposing to distribute its Registrable Securities through an underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.
(vii) Notwithstanding any other provision of this Section 5.1Holders; provided, however, that if an underwriter advises the Company in writing that marketing factors require is not then eligible to file such Registration Statement on Form S-3, the Company shall instead file a limitation Registration Statement on Form S-1 (or other applicable form) no later than ninety (90) days following receipt of the number of shares original Demand Notice. The Company will use commercially reasonable efforts to cause such Registration Statement to be underwritten, then declared effective by the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders in proportion (SEC as nearly promptly as practicable) to the respective amounts of Registrable Securities each Holder owns (or in practicable after such other proportion as they shall mutually agree). Registrable Securities excluded or withdrawn from the underwriting in accordance with this subsection (vii) shall be withdrawn from the registrationfiling.
Appears in 1 contract
Samples: Registration Rights Agreement (Delek US Holdings, Inc.)
