Demand Registration Rights. At any time after the date two years after the Funding and Consummation Date and prior to the date three years after the Funding and Consummation Date, the holders of a majority of the shares of TCI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing that TCI file a registration statement under the 1933 Act covering the registration of any or all of the shares of TCI Stock issued to the Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of such request, TCI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after notice from any Stockholder, file and use its best efforts to cause to become effective a registration statement covering all such shares. TCI shall be obligated to effect only one Demand Registration for all Founding Stockholders and will keep the registration statement relating to such Demand Registration current and effective for not less than 120 days (or such shorter period as is required to sell all of the shares registered thereby).
Appears in 19 contracts
Samples: Merger Agreement (Transportation Components Inc), Merger Agreement (Transportation Components Inc), Agreement and Plan of Organization (Transportation Components Inc)
Demand Registration Rights. At any time after the date two years after the Funding and Consummation Date and prior to the date three years after the Funding and Consummation Date, the holders of a majority of the shares of TCI LandCARE Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing that TCI LandCARE file a registration statement under the 1933 Act covering the registration of any or all of the shares of TCI LandCARE Stock issued to the Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI LandCARE as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI LandCARE Stock) then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of such request, TCI LandCARE shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after notice from any Stockholder, file and use its best efforts to cause to become effective a registration statement covering all such shares. TCI LandCARE shall be obligated to effect only one Demand Registration for all Founding Stockholders and will keep the registration statement relating to such Demand Registration current and effective for not less than 120 days (or such shorter period as is required to sell all of the shares registered thereby).
Appears in 7 contracts
Samples: Merger Agreement (Landcare Usa Inc), Agreement and Plan of Organization (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)