Demand Registration Right. Beginning after June 1, 1999, the ------------------------- Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Price.
Demand Registration Right. (a) Upon the written ------------------------- request of Holders of at least a majority in number of the Registrable Securities that Acquiror effect the registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of such Holder's or Holders' Registrable Securities and specifying the aggregate number of shares of Registrable Securities requested to be registered, Acquiror shall use all commercially reasonable efforts to file a Registration Statement within 45 days after receipt of such request for disposition pursuant to an underwritten offering (the terms of such underwritten offering or other distribution to be determined by the Holders of a majority of the Registrable Securities so requested to be registered); provided, however, -------- ------- that Acquiror shall not be required to take any action pursuant to this Section 4:
(i) if prior to the date of such request Acquiror shall have effected one (1) registration pursuant to this Section 4;
(ii) if Acquiror has effected a registration pursuant to this Section 4 within the 120-day period (if at the time Acquiror qualifies to use Form S-3) or 365-day period (in all other cases) next preceding such request;
(iii) if Acquiror shall at the time have effective a Shelf Registration pursuant to which the Holder or Holders that requested registration could effect the disposition of such Registrable Securities in the manner requested;
(iv) if the Registrable Securities that Acquiror shall have been requested to register shall have a then current market value of less than $50,000,000, unless such registration request is for all remaining Registrable Securities; or
(v) during the pendency of any Blackout Period; and provided, further, that Acquiror shall be permitted to -------- ------- satisfy its obligations under this Section 4(a) by amending (to the extent permitted by applicable law) any Registration Statement (including any Shelf Registration) previously filed by Acquiror under the Securities Act so that such Registration Statement (as amended) shall permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a demand for registration has been made under this Section 4(a). If Acquiror shall so amend a previously filed Registration Statement, it shall be deemed to have effected a registration for purposes of this Section 4.
(b) A registration requested pursuant to this Sec...
Demand Registration Right. (a) From and after the date of an IPO, at any time the Company does not qualify for the use of Form S-3 promulgated under the Securities Act (or any successor form to Form S-3, or any similar short-form Registration Statement), (i) each Holder or group of Holders of Registrable Securities, which collectively hold (together with their Affiliates) Registrable Securities that constitute, in the aggregate, at least fifteen percent (15%) of the outstanding Issuer Units (collectively, the “Initiating Demand Holders”), may make a written request (specifying the intended method of disposition, such as an underwritten offering or a block trade, and the amount of Registrable Securities proposed to be sold) that the Company effect, and the Company shall use its reasonable best efforts to effect, a registration of its Issuer Units under the Securities Act (a “Demand Registration”) of all or any requested portion of the Registrable Securities collectively held by such Holders (subject to SECTION 2.4(a)); provided that the Company shall not be obligated to effect such registration until after the expiration of any lock-up agreements entered into by the Initiating Demand Holders in connection with the IPO or (ii) the Board of Directors may determine to commence a registration of Registrable Securities held by Holders under the Securities Act (a “Company Initiated Resale Registration”), and the Company shall use its reasonable best efforts to effect a registration of Registrable Securities for all Holders that exercise piggyback registration rights under SECTION 2.2 (subject to SECTION 2.4(a)).
(b) If (x) the Board of Directors, in its good faith judgment, determines that any registration of the Registrable Securities pursuant to a Demand Registration or a Company Initiated Resale Registration should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company and/or (y) the Company, based on the advice of counsel, is in possession of material non-public information, the disclosure of which during the period specified in such notice, the Company reasonably believes would not be in the best interests of the Company (each of clauses (x) and (y), a “Valid Business Reason”), the Company may (i) postpone filing a Registration Statement relating to a Demand Registration or a Company Initiated Resale Registration until such Valid Business Reason no l...
Demand Registration Right. For a period commencing on the Initial Exercise Date and terminating on the seventh (7th) anniversary of the Initial Exercise Date, the Holder shall be entitled to one (1) “demand” registration right to register all of the Warrant Shares for resale under the Securities Act (the “Demand Right”), which Demand Right shall be exercisable in the Holder’s sole discretion. The Holder shall exercise the Demand Right by providing written notice of such exercise to the Company (the “Demand Notice”). Upon receipt of the Demand Notice from the Holder, the Company shall file a Registration Statement on Form S-3 or, if Form S-3 is not available, on any other appropriate registration statement form, including Form S-1 (the “Form S-3”). The Company shall use its commercially reasonable best efforts to: (a) file the Form S-3 with the Commission within thirty (30) days of its receipt of the Demand Notice and (b) cause the Form S-3 to become effective in an expeditious manner following its filing, not to exceed thirty (30) days from filing if the Form S-3 is not reviewed by the Commission and not to exceed one hundred twenty (120) days from filing if the Form S-3 is reviewed by the Commission. The Demand Right shall not be deemed to have been satisfied: (y) unless a registration statement with respect thereto has become effective or (z) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court of competent jurisdiction for any reason, other than by reason of a material act or omission by the Holder. The Company shall keep the Holder reasonably informed of all developments related to the filing and effectiveness of the Form S-3. The Company shall use its commercially reasonable best efforts to keep the Form S-3 effective under the Securities Act until the earlier of (i) the complete disposition by the Holder of all Warrant Shares or (ii) two (2) years from the Termination Date. The Company shall pay all expenses associated with the registration of the Warrant Shares contemplated hereby, except for brokerage or similar commissions payable by the Holder in connection with any sale or other disposition of the Warrant Shares.
Demand Registration Right. FBI shall, subject to the conditions of Section 10(c) of this Agreement, if requested by any Holder, including DCB and any permitted transferee ("Selling Shareholder"), promptly prepare and file a registration statement under the Securities Act, if such registration is necessary in order to permit the sale or other disposition of any or all shares of FBI Common Stock or other securities that have been acquired by or are issuable to the Selling Shareholder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Selling Shareholder in such request, including without limitation a "shelf" registration statement under Rule 415, promulgated under the Securities Act, or any successor provision, and FBI shall use its reasonable best efforts to qualify such shares or other securities for sale under any applicable state securities laws.
Demand Registration Right. 5
(a) Right to Demand; Notice to Holders....................5 (b) Number of Demand Registrations........................5 (c) Limitation on Demand Registration.....................6
Demand Registration Right. Issuer shall, subject to the conditions of Section 10(c) of this Agreement, if requested by any Holder, including Grantee and any permitted transferee ("Selling Shareholder"), promptly prepare and file a registration statement under applicable laws and regulations, if such registration is necessary in order to permit the sale or other disposition of any or all shares of Issuer Common Stock or other securities that have been acquired by or are issuable to the Selling Shareholder upon exercise of the Option in accordance with the intended method of sale or other disposition stated by the Selling Shareholder in such request, including without limitation a "shelf" registration statement under applicable laws and regulations, and Issuer shall use its best efforts to qualify such shares or other securities for sale under any applicable state securities laws.
Demand Registration Right. The Holders of a majority of the Preferred Stock voting together as a single class and on an as-converted basis, shall have the ability to exercise their S-3 Demand Registration Right an unlimited number of times.
Demand Registration Right. The Managing Underwriters have one demand registration right with respect to the Registrable Securities under this Section 2. Either Managing Underwriter may exercise this demand right during the period beginning on the first anniversary of the date hereof and ending on the fifth anniversary of the date hereof or the expiration of the Managing Underwriters' Warrant, if later. Such demand right must be exercised in writing and must satisfy the notice requirements to the Company as set forth in Section 10(d) herein. A Managing Underwriter need not be a Holder to exercise this demand right. This demand right shall continue to exist until it expires pursuant to this Section 2(a), or a Shelf Registration Statement demanded under this Section 2(a) becomes effective.
Demand Registration Right. Beginning after January 1, ------------------------- 2002, PharmaBio shall have the right to demand, by providing written notice to Scios (the "Demand Registration Right"), that Scios file a registration statement on Form S-3 to register Warrant Shares for resale by PharmaBio in an offering that is not underwritten (the "Registration Statement") provided, however, that Scios shall not be obligated to effect such a registration more than once in any rolling twelve-month period or after two such registrations have been effected. Scios agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within 30 days of receipt of PharmaBio's notice of its exercise of the Demand Registration Right and (ii) to obtain the effectiveness of the Registration Statement within 90 days of receipt of such notice, and to keep such Registration Statement continuously effective under the Securities Act until such time as the earlier to occur of 180 days, or until the holder's have completed the distribution described in such Registration Statement. PharmaBio agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by Scios that the Registration Statement must be amended or supplemented.
